Exhibit 10.4

 

EXECUTION COPY

 

AMENDED AND RESTATED SECURITY AGREEMENT

 

THIS AMENDED AND RESTATED SECURITY AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is made and entered into as of December 5, 2016, by and among (i) ALMOST FAMILY, INC., a Delaware corporation (“Borrower”), (ii) each of the SUBSIDIARY GUARANTORS identified as such on the signatures pages to this Agreement (together with any additional Subsidiaries of the Borrower which become parties to this Agreement by executing a supplement hereto in the form attached as Annex I, collectively with the Borrower, the “Grantors”), and (iii) JPMORGAN CHASE BANK, N.A., acting as Administrative Agent (“Administrative Agent”) pursuant to the Amended and Restated Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; certain capitalized terms used in this Agreement have the meanings assigned to such terms in the Credit Agreement unless expressly otherwise defined in this Agreement and are incorporated by reference herein) entered into among Borrower, Administrative Agent and the Lenders from time to time party thereto as defined in the Credit Agreement.

 

WHEREAS, the Credit Agreement amends and restates in its entirety the Existing Credit Agreement (as defined in the Credit Agreement), providing that, subject to the terms and conditions set forth in the Credit Agreement, the Lenders have severally agreed to make the Commitment for Loans and Letters of Credit and other financial accommodations to or for the account of the Borrower;

 

WHEREAS, as a condition to the effectiveness of the Existing Credit Agreement, certain of the Grantors entered into the Security Agreement, dated as of December 2, 2010, with the Administrative Agent (as previously amended, restated, supplemented or otherwise modified, the “Existing Security Agreement”);

 

WHEREAS, each Grantor party to the Existing Security Agreement wishes to affirm its obligations under the terms of the Existing Security Agreement and to amend and restate the terms of the Existing Security Agreement and each Grantor wishes to secure its obligations to the Secured Parties pursuant to the terms of this Agreement; and

 

WHEREAS, Lenders have required as one of the conditions to the effectiveness of the Credit Agreement that each of the Grantors execute and deliver this Agreement to Administrative Agent for its benefit and the ratable benefit of the Secured Parties;

 

NOW, THEREFORE, each of the Grantors and the Administrative Agent, on behalf of the Secured Parties, hereby agree as follows:

 

1.                                      Reaffirmation and Grant of Security. Each Grantor party to the Existing Security Agreement acknowledges and agrees with the Administrative Agent that the Existing Security Agreement is amended, restated and superseded in its entirety pursuant to the terms hereof.  Each Grantor party to the Existing Security Agreement reaffirms the security interest granted under the terms and conditions of the Existing Security Agreement and agrees that such security interest (including, without limitation, any filings made in connection therewith) remains in full force and effect and is hereby ratified, reaffirmed and confirmed.  For valuable consideration, the receipt and

 

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legal sufficiency of which is hereby acknowledged by the Grantors, each Grantor hereby pledges, assigns, transfers, and grants to Administrative Agent, for the benefit of itself and for the ratable benefit of the Secured Parties, a continuing security interest in all property described in Exhibit A attached to and made a part of this Agreement as Collateral (the “Collateral”) to secure the prompt and complete payment and performance of the Secured Obligations; provided, that in no case shall the Collateral include any Excluded Assets.

 

2.                                      Authorization to File Financing Statements. Each Grantor hereby irrevocably authorizes the Administrative Agent at any time and from time to time to file in any Uniform Commercial Code (“UCC”) jurisdiction any initial financing statements and amendments thereto that (i) indicate the Collateral (a) as all personal property of such Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC as in effect in the Commonwealth of Kentucky on the date of this Agreement (“Kentucky UCC”) or the UCC of any other applicable jurisdiction, or (b) as being of an equal or lesser scope or with greater detail, and (ii) contain any other information required by part 5 of Article 9 of the Kentucky UCC or the UCC of any other applicable jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including (x) whether such Grantor is an organization, the type of organization, and any organizational identification number issued to such Grantor and, (y) in the case of a financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Grantor agrees to furnish any such information to Administrative Agent promptly upon request. Each Grantor also ratifies, if applicable, its authorization for the Administrative Agent to have filed any initial financing statements or amendments thereto if filed before the date of this Agreement (including, without limitation, any filings made in connection with the Existing Security Agreement).

 

3.                                      Representations and Warranties. Each Grantor represents and warrants to Administrative Agent that:

 

A.                                    Each Grantor’s exact legal name (i.e., the exact name of such Grantor as it appears in such Grantor’s organizational documents, as amended, as filed in such Grantor’s jurisdiction of organization or formation) and organizational form (e.g. corporation, limited liability company) is that name and form set forth in the preamble to this Agreement in the case of Borrower and the signature pages of this Agreement in the case of each Grantor.

 

B.                                    Each Grantor’s mailing address and chief executive office is set forth in Exhibit B attached to and made a part of this Agreement.

 

C.                                    The Collateral is used for business purposes, and the Collateral and the books and records pertaining to the Collateral are maintained at the addresses set forth in Exhibit B to this Agreement.

 

D.                                    Each Grantor is the owner of the Collateral or has rights in or the power to transfer the Collateral and the Collateral is free from all liens and security interests as of the date of this Agreement except for the liens and security interests permitted by the express terms of the Loan Documents.

 

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E.                                     The execution and performance of this Agreement will not, either immediately, or with notice and/or passage of time, result in the creation or imposition of any encumbrance upon any of the Collateral except as granted by this Agreement.

 

F.                                      At no time during the five (5) years preceding the date of this Agreement has any Grantor or any other business or organization to which such Grantor became the successor by merger, consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise operated under any assumed name or other name than the name of such Grantor first set forth in this Agreement.

 

G.                                    No Grantor holds any commercial tort claim except any as more particularly described in Exhibit A to this Agreement.

 

H.                                   The names and addresses of all persons or entities other than a Grantor that have possession or are intended to have possession of any of the Collateral are set forth in Exhibit B to this Agreement.

 

I.                                        Exhibit B to this Agreement contains a complete and accurate listing as of the date hereof of all Intellectual Property of any Grantor that is registered with the United States Patent and Trademark Office, the United States Copyright Office or other Governmental Authority.

 

J.                                        The security interests granted pursuant to this Agreement constitute a legal and valid first priority security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, securing the payment and performance of each Grantor’s Secured Obligations and upon completion of the filings and other actions specified on Exhibit C to this Agreement (all of which, in the case of all filings and other documents referred to on said Exhibit, have been delivered to the Administrative Agent in duly completed and executed form, as applicable, and may be filed by the Administrative Agent at any time) and payment of all filing fees, will constitute fully perfected security interests in all of the Collateral, prior to all other Liens on the Collateral except for those expressly permitted by Section 6.02 of the Credit Agreement.

 

4.                                      Covenants. Each Grantor agrees with Administrative Agent that until the Secured Obligations have been paid in full and discharged to the satisfaction of Administrative Agent:

 

A.                                    Each Grantor will execute and deliver to Administrative Agent all information, legal descriptions, financing statements and any amendments thereto to the extent, if any, that such Grantor’s signature thereof is required, and such other documents and instruments pertaining to the Collateral as are necessary in the sole opinion of Administrative Agent to create, perfect, maintain, preserve and enforce the security interest of Administrative Agent in and if applicable, control of, the Collateral, including, but not limited to, the following actions with respect to the following types of Collateral:

 

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(1)                                 If any Grantor owns or acquires any instrument (other than checks and other payment instruments received and collected in the ordinary course of business), promissory note or tangible chattel paper in an amount as to each such item of $10,000 or more, or in any amount at a time when the sum of all such instruments exceeds $100,000, such Grantor shall within ten (10) days of such ownership or acquisition notify Administrative Agent thereof and shall at Administrative Agent’s request and option, promptly endorse, assign and deliver the same to Administrative Agent, accompanied by such instruments of transfer or assignment duly executed in blank as Administrative Agent may from time to time specify as further security hereunder.

 

(2)                                 For each deposit or similar account that any Grantor at any time opens or maintains, such Grantor shall, at Administrative Agent’s request and option, pursuant to an agreement in form and substance satisfactory to Administrative Agent, either (i) cause the depositary bank to agree to comply at any time with instructions from Administrative Agent to such depositary bank directing the disposition of funds from time to time credited to such deposit account, without further consent of such Grantor, or (ii) arrange for Administrative Agent to become the customer of the depositary bank with respect to the deposit account, with such Grantor being permitted, only with the consent of Administrative Agent, to exercise rights to withdraw funds from such deposit account. Each Grantor hereby appoints Administrative Agent as the attorney-in-fact for such Grantor, which appointment is coupled with an interest and is irrevocable, for the purpose of executing and delivering on each such Grantor’s behalf the agreements authorized in the immediately preceding sentence. The provisions of this Section 4(A)(2) of this Agreement shall not apply to deposit accounts for which Administrative Agent is the depositary, nor to deposit accounts specially and exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of any Grantor’s salaried employees.

 

(3)                                 If any inventory or other goods having a value greater than $10,000 are at any time in the possession of a bailee, the Grantors shall promptly notify Administrative Agent thereof and, if requested by Administrative Agent, shall promptly obtain an acknowledgment from the bailee, in form and substance satisfactory to Administrative Agent, that the bailee holds such Collateral for the benefit of Administrative Agent and shall act upon the instructions of Administrative Agent, without the further consent of any Grantor.

 

(4)                                 If any Grantor at any time holds or acquires an interest having a value greater than $10,000 in any electronic chattel paper or any “transferable record,” as that term is defined in Section 201 of the federal Electronic Signatures in Global and National Commerce Act, or in §16 of the Uniform Electronic Transactions Act as in effect in any relevant jurisdiction, such Grantor shall promptly notify Administrative Agent thereof and, at the request of Administrative Agent, shall take such action as Administrative Agent may reasonably request to vest in Administrative Agent control of such electronic chattel paper or control under Section 201 of the federal Electronic Signatures in Global and National Commerce Act or, as the case may be, §16 of the Uniform Electronic Transactions Act, as so in effect in such jurisdiction, of such transferable record.

 

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(5)                                 If any Grantor is at any time a beneficiary under a letter of credit with a stated amount of $25,000 or more, such Grantor shall promptly notify Administrative Agent thereof and, at the request and option of Administrative Agent, such Grantor shall, pursuant to an agreement in form and substance satisfactory to Administrative Agent, either (i) arrange for the issuer and any confirmer of such letter of credit to consent to an assignment to Administrative Agent of the proceeds of any drawing under the letter of credit, or (ii) arrange for Administrative Agent to become the transferee beneficiary of the letter of credit, with Administrative Agent agreeing, in each case, that the proceeds of any drawing under the letter of credit are to be released to such Grantor unless an Event of Default has occurred and is continuing, in which case the proceeds shall, at the option of Administrative Agent, be retained by Administrative Agent as cash collateral for the Secured Obligations or applied as a prepayment of the Loans.

 

(6)                                 If any Grantor shall at any time hold or acquire a commercial tort claim with an estimated value of $25,000 or more, such Grantor shall immediately notify Administrative Agent in a writing signed by such Grantor and describing the brief details thereof and grant to Administrative Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance satisfactory to Administrative Agent.

 

(7)                                 If any Grantor at any time registers any Intellectual Property with an agency of the government of the United States, such Grantor will provide Administrative Agent with details of that registration concurrently therewith and, if requested by Administrative Agent, enter into such documentation as Administrative Agent requests in order to perfect or otherwise protect the security interest of Administrative Agent for the benefit of the Secured Parties therein.

 

B.                                    Each Grantor will take any other action reasonably requested by Administrative Agent to insure the attachment, perfection and first priority of, and the ability of Administrative Agent to enforce, Administrative Agent’s security interest in any and all of the Collateral including, without limitation, (i) executing, delivering and, where appropriate, filing financing statements and amendments relating thereto under the Kentucky UCC or the UCC of any other jurisdiction, to the extent, if any, that such Grantor’s signature thereon is required therefor, (ii) causing Administrative Agent’s name to be noted as secured party on any certificate of title for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of Administrative Agent to enforce, Administrative Agent’s security interest in such Collateral, (iii) complying with any provision of any statute, regulation or treaty of the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority of, or ability of Administrative Agent to enforce, Administrative Agent’s security interest in such Collateral, (iv) obtaining governmental and other third party consents and approvals, including without limitation, any consent of any licensor, lessor or other person obligated on Collateral, (v) obtaining waiver from mortgagees and landlords in form and substance satisfactory to Administrative Agent, (vi) providing Administrative Agent from time to time on or before five (5) days following any request from Administrative Agent for same with a current listing of all deposit accounts maintained by or in the name of such Grantor and the names and addresses of all account debtors and customers of such Grantor or such other information with respect to any Collateral as the Administrative Agent may reasonably request, and (vii) taking all actions required by any earlier versions of the UCC or, as applicable, by other law, in any relevant UCC jurisdiction, or, as applicable, by other law as applicable in any foreign jurisdiction.

 

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C.                                    Each Grantor will defend the Collateral against the claims and demands of all persons; comply in all material respects with all applicable federal, state and local statutes, laws, rules and regulations, the noncompliance with which could have a material adverse effect on the value of the Collateral or the security intended to be afforded Administrative Agent hereby; and pay all ad valorem property taxes which constitute or may constitute a lien against any of the Collateral, prior to the date when penalties or interest would attach to such taxes.

 

D.                                    Each Grantor will, if requested by Administrative Agent, insure the Collateral at such Grantor’s expense against such risks, in such amounts, and with such insurers as Administrative Agent may request. Each Grantor’s policies of insurance shall contain waiver of subrogation clauses, shall name Administrative Agent as an additional insured or loss payee, as applicable, pursuant to a standard Administrative Agent’s endorsement and shall, unless otherwise agreed by the Administrative Agent, provide that such policies may not be canceled or modified except on thirty (30) days’ prior written notice thereof (or ten (10) days in the case of cancellation for non-payment of premiums) from the insurer to Administrative Agent and otherwise shall be on terms satisfactory to Administrative Agent.  Each Grantor shall promptly deliver the original or, at the option of Administrative Agent, certificates of all such insurance policies to Administrative Agent and shall also cause to be delivered to Administrative Agent all renewals thereof. Each Grantor also shall deliver to Administrative Agent at least ten (10) days prior to the respective due dates, renewal dates or expiration dates of such policies, proof of advance payment of all premiums thereof. If any Grantor fails to obtain such insurance, Administrative Agent shall have the absolute right (but not the obligation) to obtain same at such Grantor’s expense, and such Grantor shall reimburse Administrative Agent therefor, with interest thereon at the Alternate Base Rate immediately upon Administrative Agent’s demand.

 

Each Grantor hereby assigns to Administrative Agent all rights to receive proceeds of all insurance which is or may be required pursuant to this Section 5(D), not exceeding the unpaid balance of the Secured Obligations to Administrative Agent, and authorizes Administrative Agent as the agent of such Grantor and its attorney-in-fact to obtain, following the occurrence and during the continuance of an Event of Default, such proceeds and to endorse and negotiate any draft for such proceeds in such Grantor’s name or otherwise. In the event of damage or destruction of any of the Collateral covered by such insurance, any proceeds from such insurance shall upon request of Administrative Agent, following the occurrence and during the continuance of an Event of Default, be paid to Administrative Agent and, at the option of Administrative Agent, be applied either to reduce the Secured Obligations, or endorsed to the applicable Grantor and disbursed from time to time by Administrative Agent at such Grantor’s written request but only for the repair and/or replacement of such damaged or destroyed Collateral. While such insurance proceeds are in the possession of Administrative Agent, Administrative Agent shall have and hereby is granted by any such Grantor a first and prior security interest in such proceeds and cash and in all the repaired and replaced Collateral, and each such Grantor shall execute all such instruments in connection therewith as Administrative Agent shall require.

 

E.                                     Each Grantor will keep the Collateral in good condition and repair, reasonable wear and tear excepted, and will permit Administrative Agent and its designees to inspect the Collateral and the books and records of such Grantor at any reasonable time and from time to time.

 

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F.                                      Each Grantor will maintain accurate records of the Collateral, and will permit Administrative Agent, upon request by Administrative Agent from time to time, to inspect the Collateral and all evidence of ownership of the Collateral and all other books and records relating to the Collateral.

 

G.                                    Each Grantor will advise Administrative Agent in writing, at least thirty (30) days prior thereto, of any change in the locations where any of the Collateral is kept.

 

H.                                   No Grantor will permit any part of the Collateral, or any of the records concerning same, to be removed from the present locations thereof except in the ordinary course of business without the prior written consent of Administrative Agent, provided such consent is not unreasonably withheld.

 

I.                                        No Grantor will (i) sign or authorize the signing on such Grantor’s behalf or the filing of any financing statement naming such Grantor as debtor covering all or any portion of the Collateral or (ii) permit any liens or security interests to attach to any of the Collateral except the security interests created by this Agreement and otherwise as permitted by the express terms of Section 6.02 of the Credit Agreement.

 

J.                                        No Grantor will permit any material part of the Collateral to be levied upon under any legal process.

 

K.                                    No Grantor will sell, assign, lease or otherwise dispose of any of the Collateral except in the ordinary course of business and when such disposal of Collateral shall not have a material adverse effect on the business of such Grantor, without the prior written consent of Administrative Agent.

 

L.                                     No Grantor will permit anything to be done that may impair the value of any of the Collateral or the security intended to be afforded (material to the assets or the businesses of such Grantor or the value of the security hereunder) by this Agreement.

 

M.                                 No Grantor will permit any of the Collateral to become an accession or improvement to, or affixed to, other property in which Administrative Agent does not hold a security interest.

 

N.                                    No Grantor will, except upon thirty (30) days’ prior written notice to the Administrative Agent and the delivery to the Administrative Agent of duly authorized and, where required, executed copies of all additional financing statements and other documents reasonably requested by the Administrative Agent to maintain the validity, perfection and priority of the security interests provided for herein, (i) without limiting the prohibitions on mergers involving the Grantors contained in the Credit Agreement, change its legal name, jurisdiction of organization or the location of its chief executive office or sole place of business, if applicable, form that referred to in Exhibit B to this Agreement, or (ii) change its legal name, identity or structure to such an extent that any financing statement filed by the Administrative Agent in connection with this Agreement would become misleading.

 

O.                                    No Grantor will, nor will it permit any Subsidiary to, amend, modify or waive any of its rights under its charter, articles or certificate of organization or incorporation and

 

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bylaws or operating, management or partnership agreement, joint venture agreement or other organizational or governing documents, to the extent any such amendment, modification or waiver would be adverse to the Secured Parties.

 

5.                                      Appointment of Attorney-in-Fact. Each Grantor hereby irrevocably appoints Administrative Agent as such Grantor’s attorney-in-fact to do all acts and things which Administrative Agent may deem necessary or appropriate to perfect and continue perfected the security interest in the Collateral granted pursuant to this Agreement and to protect the Collateral, including, but not in any way limited to, the execution, if required, and filing of financing statements or amendments thereto covering the Collateral in Grantor’s name, as Grantor’s attorney-in-fact, wherever and whenever Administrative Agent deems appropriate. All fees and taxes required for or in connection with any such filing shall be paid for by Grantor on demand of Administrative Agent and if paid by Administrative Agent, Grantor shall provide reimbursement therefor, with interest thereon at the Applicable Rate, immediately upon request of Administrative Agent.

 

Each Grantor acknowledges that pursuant to Section 9-509(b) of the UCC and any other applicable law, the Administrative Agent is authorized to file or record financing or continuation statements, and amendments thereto, and other filing or recording documents or instruments with respect to the Collateral in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect or maintain the perfection of the security interests of the Administrative Agent under this Agreement.  Each Grantor agrees that such financing statements may describe the Collateral in the same manner as described in the Collateral Documents or as “all assets” or “all personal property” of such Grantor, whether now owned or hereafter existing or acquired by such Grantor or such other description as the Administrative Agent, in its sole judgment, determines is necessary or advisable.  A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

 

6.                                      Default and Remedies. Upon the occurrence of any Event of Default, Administrative Agent may declare all of the Secured Obligations to be automatically and immediately due and payable in full, without demand or notice of any kind, and Administrative Agent shall have all rights and remedies in and against the Collateral and otherwise of a secured party under the Kentucky UCC (whether or not the Kentucky UCC applies to the affected Collateral), the UCC of any other jurisdiction, and all other applicable laws or in equity, and shall also have all rights and remedies provided herein, and in any other agreements between any Grantor and Administrative Agent, all of which rights and remedies shall, to the fullest extent permitted by law, be cumulative.  Administrative Agent shall have the right to have the Collateral and all of the records pertaining to the Collateral delivered to Administrative Agent by any Grantor at a place reasonably convenient to Administrative Agent and such Grantor. If the Collateral consists in whole or in part of accounts, general intangibles and/or contract rights, Administrative Agent shall have the right to notify all obligors of any of the same that the same have been assigned to Administrative Agent and that all payments thereon are to be made directly to Administrative Agent, including to any cash collateral account Administrative Agent elects to establish in the name of Administrative Agent for the benefit of any Grantor, and to settle, compromise, or release, on terms acceptable to Administrative Agent, in whole or in part, any amounts owing on such accounts, general intangibles and contract rights, and to enforce payment and prosecute any action

 

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or proceeding with respect to same, and to extend the time of payment, make allowances and adjustments to and issue credits in the name of Administrative Agent or any Grantor. Each Grantor will pay, as part of the Secured Obligations secured hereby, all amounts, including but not limited to Administrative Agent’s reasonable attorneys’ fees, where permitted by applicable law, the cost of any field audit of the Collateral conducted by Administrative Agent or a third party at the request of Administrative Agent, the expenses of any accountants or consultants engaged by Administrative Agent to examine the financial and accounting records of such Grantor, and all sums paid by Administrative Agent (i) for taxes, levies and insurance on, repair to, or appraisals, valuations and maintenance of, the Collateral or any real estate owned in fee or leased by any Grantor and encumbered by a lien in favor of Administrative Agent securing any part of the Secured Obligations, and (ii) in collecting proceeds of, taking possession of, disposing of, or preserving the Collateral, either directly or pursuant to the appointment of a receiver, with interest on all of same at the Applicable Rate. Administrative Agent may bid upon and purchase any or all of the Collateral at any public sale thereof. Administrative Agent may dispose of all or any part of the Collateral at public or private sale(s) in one or more lots and at one or more times and from time to time, and upon such terms and conditions, including a credit sale, as Administrative Agent may, in compliance with any mandatory requirements of applicable law, determine to be commercially reasonable. Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title or the like. Administrative Agent may apply the net proceeds (in the case of a credit sale such Grantor will only be credited with payments actually received by Administrative Agent as a part of any such credit sale) of any such disposition of the Collateral or any part thereof, after deducting all costs incurred in connection therewith, including Administrative Agent’s reasonable attorneys’ fees, and costs and expenses incidental to the holding, or preparing for sale, in whole or in part, of the Collateral, and with interest thereon at the Alternate Base Rate, in such order as Administrative Agent may, in accordance with applicable laws, elect, to the Secured Obligations and any remaining proceeds shall be paid to the applicable Grantor or other party entitled thereto.

 

7.                                      Termination. This Agreement and the security interest and the rights of Administrative Agent hereunder shall terminate on the date that all of the Secured Obligations have been paid in full or otherwise discharged to the complete satisfaction of Administrative Agent, except that such termination shall be void and the security interest and the rights of Administrative Agent hereunder automatically shall be reinstated if, following such termination, a claim (“Post Termination Claim”) is made against Administrative Agent under any federal, state or other bankruptcy, insolvency or similar law to recover any payments made on the Secured Obligations. Upon such termination, Administrative Agent shall, upon request of, and at the cost and expense of the Grantors, execute and deliver for filing in each office where any financing statement relative to this Agreement shall have been filed, termination statements under the Uniform Commercial Code terminating Administrative Agent’s interests in the Collateral, subject to the provisions concerning a Post Termination Claim set forth in the immediately preceding sentence.

 

8.                                      Notices. Except for any notice required under applicable law to be given in another manner, any notice given under this Agreement shall be given in the manner stipulated by Section 9.01 of the Credit Agreement. Each Grantor irrevocably designates Borrower as the agent for such Grantor for the purpose of receiving any notices from Administrative Agent or any other Secured Party pursuant to this Agreement and agrees that notices given by Administrative Agent or any

 

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other Secured Party to the Borrower shall be effective as notice to each Grantor if given in a manner stipulated by the Credit Agreement.

 

9.                                      Acknowledgments and Waivers. Each Grantor agrees that the whole or any part of the Collateral and any other security now or hereafter held for any of the Secured Obligations secured hereby may be exchanged, compromised or surrendered by the Administrative Agent from time to time; that any guarantor, now or hereafter, of any of the Secured Obligations, and any pledgors of Collateral now or hereafter for any of the Secured Obligations may be released in whole or in part from time to time; that any of the Secured Obligations may be renewed or extended or accelerated, in whole or in part from time to time; that any of the provisions of any of the Loan Documents or of any other instrument or agreement securing, guaranteeing or otherwise pertaining to the Secured Obligations may be modified or waived on one or more occasions; and that each Grantor and the Collateral pledged hereunder shall remain bound hereunder notwithstanding any such exchanges, compromises, surrenders, extensions, renewals, accelerations, indulgences or releases, all of which may be effective without notice to or further consent by any Grantor and none of which shall affect the right of the Administrative Agent to pursue the remedies available to the Administrative Agent under this Agreement or otherwise. The ability of Administrative Agent to pursue its remedies hereunder with respect to the Collateral shall be direct and immediate and not conditional or contingent upon the pursuit of any remedies against any Grantor or any other person or entity or against any or all of the other security or liens available to the Administrative Agent for the payment of the Secured Obligations secured hereby. Each Grantor hereby waives any claim to marshalling of assets, any right to require that any action be brought against such Grantor or any other person or entity prior to the exercise by Administrative Agent of its remedies with respect to the Collateral, and waives any right to require that resort be had to any security apart from the Collateral prior to action by Administrative Agent hereunder to realize upon the Collateral.

 

10.                               Other Provisions and Conditions.

 

A.                                    Without limiting the generality of Section 1 hereof, the security interest created by this Agreement attaches to all types of property described in the Agreement and hereafter acquired by any Grantor, whether as replacement for any of the Collateral or otherwise.

 

B.                                    This Agreement shall bind each Grantor and its successors and assigns and shall inure to the benefit of Administrative Agent and its successors and assigns.

 

C.                                    Time shall be of the essence in the performance by each Grantor of all the covenants, obligations and agreements of such Grantor hereunder.

 

D.                                    The invalidity or unenforceability of any provision hereof shall not affect or impair the validity or enforceability of any other provisions of this Agreement.

 

E.                                     As used herein, as appropriate, the singular use includes the plural, and the plural includes the singular.

 

F.                                      All exhibits and schedules attached to this Agreement are an integral part hereof and are incorporated herein as though fully set forth at this point.

 

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G.                                    No course of dealing in respect of, nor any omission or delay in the exercise of, any right, power, remedy or privilege vested in Administrative Agent or any other Secured Party by this Agreement shall operate as a waiver thereof, and any waiver by Administrative Agent or any other Secured Party shall only be effective if in writing and signed by an officer of Administrative Agent.

 

H.                                   No amendment or modification of any provision of this Agreement, nor consent to any departure by any party therefrom, shall be binding and effective unless the same shall be in writing and signed by a duly authorized representative of Administrative Agent, which writing shall be strictly construed.

 

I.                                        In the event of any inconsistency between the several captions and section headings of this Agreement and the provisions to which they pertain, the meaning of the provisions shall control.

 

J.                                        This Agreement contains the final, complete and exclusive agreement of the parties pertaining to its subject matter and supersedes all prior written and oral agreements pertaining thereto.

 

K.                                    Any word used in Exhibit A to this Agreement (and elsewhere in this Agreement unless the context requires otherwise), and defined in the Kentucky UCC shall have the meaning set forth for such word in the Kentucky UCC; provided, however, that the term “instrument” shall be such term as defined in Article 9 of the Kentucky UCC rather than Article 3 of the Kentucky UCC. No reference to the word “proceeds” in Exhibit A to this Agreement (and elsewhere in this Agreement) authorizes any sale, transfer, or other disposition of the Collateral by any Grantor.

 

11.                               Counterparts and Effectiveness.  This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form or format without its prior written consent.

 

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12.                               Governing Law. This Agreement was negotiated in the Commonwealth of Kentucky, the promissory note or notes secured by this Agreement were delivered by each applicable Grantor and accepted by Administrative Agent in the Commonwealth of Kentucky, and the proceeds of the promissory note or notes secured hereby were disbursed from the Commonwealth of Kentucky, which state each Grantor and Administrative Agent agree has a substantial relationship to such Grantor and Administrative Agent and to the underlying transactions in connection with which this Agreement was granted. This Agreement, including matters of construction, validity and performance, and the obligations arising hereunder, shall be construed in accordance with and otherwise governed in all respects by the laws of the Commonwealth of Kentucky applicable to contracts made and performed in such state and any applicable law of the United States of America, except to the extent the Kentucky UCC provides for the application of the UCC or the other law of another state.

 

13.                               Consent to Jurisdiction and Venue. Each Grantor hereby consents to the jurisdiction of any state or federal court located within the County of Jefferson, Commonwealth of Kentucky, in connection with any action or proceeding pertaining to this Agreement or the Secured Obligations, and irrevocably agrees that, subject to the Administrative Agent’s sole and absolute election, any case or proceeding relating to Title XI of the United States Code and any actions relating to the Secured Obligations secured hereby shall be litigated in such courts, and each Grantor waives any objection that such Grantor may have based on improper venue or forum non conveniens to the conduct of any proceeding in any such court. Nothing contained in this Section shall affect the right of the Administrative Agent or any Secured Party to bring any action or proceeding against any Grantor or the property of any Grantor in the courts of any other jurisdiction.

 

14.                               WAIVER OF TRIAL BY JURY. THE ADMINISTRATIVE AGENT AND EACH GRANTOR ACKNOWLEDGE THAT THE TIME AND EXPENSE REQUIRED FOR TRIAL BY JURY EXCEED THE TIME AND EXPENSE REQUIRED FOR A BENCH TRIAL AND HEREBY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, AND AFTER HAVING CONSULTED OR HAVING HAD AMPLE OPPORTUNITY TO CONSULT THEIR RESPECTIVE LEGAL COUNSEL CONCERNING THE CONSEQUENCES OF SUCH WAIVER, TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) OR OTHER PROCEEDING BROUGHT TO ENFORCE OR DEFEND AGAINST COLLECTION OF OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

 

< the balance of this page intentionally has been left blank >

 

12











 

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

 

	
 
    	
“Borrower”
    
	
 
    	
 
    
	
 
    	
ALMOST FAMILY, INC., a   Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ C. Steven Guenthner
    
	
 
    	
 
    	
C. Steven Guenthner, as   President, Principal Financial Officer, Secretary and Treasurer
    


 

“Subsidiary Guarantors”

 

[Signature Page to Amended and Restated Security Agreement]

 












 

	
 
    	
1
    	
ADULT DAY CARE OF   AMERICA, INC., a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
2
    	
AFAM MERGER, INC., a   Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
3
    	
CAMBRIDGE HOME HEALTH   CARE, INC., an Ohio corporation
    
	
 
    	
 
    	
 
    
	
 
    	
4
    	
CAMBRIDGE HOME HEALTH   CARE, INC./PRIVATE, an Ohio corporation
    
	
 
    	
 
    	
 
    
	
 
    	
5
    	
CAMBRIDGE HOME HEALTH CARE   HOLDINGS, INC., a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
6
    	
CARETENDERS OF   CLEVELAND, INC., a Kentucky corporation
    
	
 
    	
 
    	
 
    
	
 
    	
7
    	
CARETENDERS OF   COLUMBUS, INC., a Kentucky corporation
    
	
 
    	
 
    	
 
    
	
 
    	
8
    	
CARETENDERS VISITING SERVICES   EMPLOYMENT COMPANY, INC., a Kentucky corporation
    
	
 
    	
 
    	
 
    
	
 
    	
9
    	
NATIONAL HEALTH   INDUSTRIES, INC., a Kentucky corporation
    
	
 
    	
 
    	
 
    
	
 
    	
10
    	
OMNI HOME HEALTH   HOLDINGS, INC., a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
11
    	
PATIENT CARE MEDICAL   SERVICES, INC., a New Jersey corporation
    
	
 
    	
 
    	
 
    
	
 
    	
12
    	
PATIENT CARE NEW   JERSEY, INC., a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
13
    	
PATIENT CARE   PENNSYLVANIA, INC., a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
14
    	
PATIENT CARE, INC., a   Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
15
    	
PRIORITY CARE, INC., a   Connecticut corporation
    
	
 
    	
 
    	
 
    
	
 
    	
16
    	
SUNCREST HEALTHCARE, INC.,   a Georgia corporation
    
	
 
    	
 
    	
 
    
	
 
    	
17
    	
SUNCREST HOME HEALTH OF   AL, INC., an Alabama corporation
    


 

[Signature Page to Amended and Restated Security Agreement]

 











 

	
 
    	
18
    	
SUNCREST HOME HEALTH OF   CLAIBORNE COUNTY, INC., a Tennessee corporation
    
	
 
    	
 
    	
 
    
	
 
    	
19
    	
SUNCREST HOME HEALTH OF   GEORGIA, INC., a Georgia corporation
    
	
 
    	
 
    	
 
    
	
 
    	
20
    	
SUNCREST HOME HEALTH OF   MANCHESTER, INC., a Tennessee corporation
    
	
 
    	
 
    	
 
    
	
 
    	
21
    	
SUNCREST HOME HEALTH OF NASHVILLE, INC.,   a Tennessee corporation
    
	
 
    	
 
    	
 
    
	
 
    	
22
    	
SUNCREST HOME HEALTH OF SOUTH   GA, INC., a Georgia corporation
    
	
 
    	
 
    	
 
    
	
 
    	
23
    	
SUNCREST LBL   HOLDINGS, INC., a Tennessee corporation
    
	
 
    	
 
    	
 
    
	
 
    	
24
    	
SUNCREST TELEHEALTH   SERVICES, INC., a Tennessee corporation
    
	
 
    	
 
    	
 
    
	
 
    	
25
    	
TENNESSEE NURSING SERVICES OF   MORRISTOWN, INC., a Tennessee corporation
    
	
 
    	
 
    	
 
    
	
 
    	
26
    	
TRIGG COUNTY HOME   HEALTH, INC., a Kentucky corporation
    
	
 
    	
 
    	
 
    
	
 
    	
27
    	
AFAM ACQUISITION LLC, a   Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
28
    	
ALMOST FAMILY ACO SERVICES OF   KENTUCKY, LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
29
    	
ALMOST FAMILY ACO SERVICES OF   SOUTH FLORIDA, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
30
    	
ALMOST FAMILY ACO SERVICES OF   TENNESSEE, LLC, a Tennessee limited liability company
    


 

[Signature Page to Amended and Restated Security Agreement]

 











 

	
 
    	
31
    	
ALMOST FAMILY PC OF FT.   LAUDERDALE, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
32
    	
ALMOST FAMILY PC OF KENTUCKY,   LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
33
    	
ALMOST FAMILY PC OF SW FLORIDA,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
34
    	
ALMOST FAMILY PC OF WEST PALM,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
35
    	
BGR ACQUISITION, LLC, a Florida   limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
36
    	
CARETENDERS OF JACKSONVILLE,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
37
    	
CARETENDERS VISITING SERVICES   OF DISTRICT 6 LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
38
    	
CARETENDERS VISITING SERVICES   OF DISTRICT 7 LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
39
    	
CARETENDERS VISITING SERVICES OF   GAINESVILLE, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
40
    	
CARETENDERS VISITING SERVICES   OF HERNANDO COUNTY, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
41
    	
CARETENDERS VISITING SERVICES   OF KENTUCKIANA, LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
42
    	
CARETENDERS VISITING SERVICES   OF COLUMBUS, LLC, an Ohio limited liability company
    


 

[Signature Page to Amended and Restated Security Agreement]

 











 

	
 
    	
43
    	
CARETENDERS VISITING SERVICES   OF OCALA, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
44
    	
CARETENDERS VISITING SERVICES   OF ORLANDO, LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
45
    	
CARETENDERS VISITING SERVICES   OF PINELLAS COUNTY, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
46
    	
CARETENDERS VISITING SERVICES   OF SOUTHERN ILLINOIS, LLC, an Illinois limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
47
    	
CARETENDERS VISITING SERVICES   OF ST. AUGUSTINE, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
48
    	
CARETENDERS VISITING SERVICES   OF ST. LOUIS, LLC, a Missouri limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
49
    	
CARETENDERS VNA OF OHIO, LLC,   an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
50
    	
CARETENDERS VS OF BOSTON, LLC,   a Massachusetts limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
51
    	
CARETENDERS VS OF CENTRAL KY,   LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
52
    	
CARETENDERS VS OF LINCOLN   TRAIL, LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
53
    	
CARETENDERS VS OF LOUISVILLE,   LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
54
    	
CARETENDERS VS OF OHIO, LLC, an   Ohio limited liability company
    


 

[Signature Page to Amended and Restated Security Agreement]

 











 

	
 
    	
55
    	
CARETENDERS VS OF SE OHIO, LLC,   an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
56
    	
CARETENDERS VS OF WESTERN KY,   LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
57
    	
HOME HEALTH AGENCY -CENTRAL   PENNSYLVANIA, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
58
    	
HOME HEALTH AGENCY-BREVARD,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
59
    	
HOME HEALTH   AGENCY-BROWARD, Inc., a Florida corporation
    
	
 
    	
 
    	
 
    
	
 
    	
60
    	
HOME HEALTH AGENCY -COLLIER,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
61
    	
HOME HEALTH AGENCY   -HILLSBOROUGH, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
62
    	
HOME HEALTH AGENCY -ILLINOIS,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
63
    	
HOME HEALTH AGENCY -INDIANA,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
64
    	
HOME HEALTH AGENCY - PALM   BEACHES, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
65
    	
HOME HEALTH AGENCY   -PENNSYLVANIA, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
66
    	
HOME HEALTH AGENCY   -PHILADELPHIA, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
67
    	
HOME HEALTH AGENCY -PINELLAS,   LLC, a Florida limited liability company
    


 

[Signature Page to Amended and Restated Security Agreement]

 











 

	
 
    	
68
    	
IMPERIUM HEALTH MANAGEMENT,   LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
69
    	
IN HOMECARE NETWORK CENTRAL,   LLC, an Indiana limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
70
    	
IN HOMECARE NETWORK NORTH, LLC,   an Indiana limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
71
    	
MEDERI CARETENDERS VS OF SE FL,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
72
    	
MEDERI CARETENDERS VS OF   BROWARD, LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
73
    	
MEDERI CARETENDERS VS OF SW FL,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
74
    	
MEDERI CARETENDERS VS OF TAMPA,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
75
    	
OMNI HOME HEALTH SERVICES, LLC,   a Delaware limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
76
    	
OMNI HOME HEALTH - DISTRICT 1,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
77
    	
OMNI HOME HEALTH - DISTRICT 2,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
78
    	
OMNI HOME HEALTH - DISTRICT 4,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
79
    	
OMNI HOME HEALTH -HERNANDO,   LLC, a Florida limited liability company
    


 

[Signature Page to Amended and Restated Security Agreement]

 











 

	
 
    	
80
    	
OMNI HOME HEALTH -JACKSONVILLE,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
81
    	
OMNI HEALTH MANAGEMENT, LLC, a   Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
82
    	
PATIENT CARE CONNECTICUT LLC, a   Connecticut limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
83
    	
PRINCETON HOME HEALTH, LLC, an   Alabama limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
84
    	
SUNCREST COMPANION SERVICES,   LLC, a Tennessee limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
85
    	
SUNCREST HEALTHCARE OF EAST   TENNESSEE, LLC, a Tennessee limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
86
    	
SUNCREST HEALTHCARE OF MIDDLE   TN, LLC, a Tennessee limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
87
    	
SUNCREST HEALTHCARE OF WEST   TENNESSEE, LLC, a Tennessee limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
88
    	
SUNCREST HOME HEALTH OF TAMPA,   LLC, a Florida limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
89
    	
SUNCREST HOME HEALTH OF   MO, INC., a Missouri corporation
    
	
 
    	
 
    	
 
    
	
 
    	
90
    	
SUNCREST HOME HEALTH OF NORTH   CAROLINA, INC., a North Carolina corporation
    
	
 
    	
 
    	
 
    
	
 
    	
91
    	
SUNCREST HOME HEALTH -   SOUTHSIDE, LLC, a Georgia limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
92
    	
SUNCREST OUTPATIENT REHAB   SERVICES OF TN, LLC, a Tennessee limited liability company
    


 

[Signature Page to Amended and Restated Security Agreement]

 











 

	
 
    	
93
    	
SUNCREST OUTPATIENT REHAB   SERVICES, LLC, a Tennessee limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
94
    	
BRACOR, INC., a New York   corporation
    
	
 
    	
 
    	
 
    
	
 
    	
95
    	
BHC SERVICES, INC., a New   York corporation
    
	
 
    	
 
    	
 
    
	
 
    	
96
    	
WESTERN REGION HEALTH   CORPORATION, a New York corporation
    
	
 
    	
 
    	
 
    
	
 
    	
97
    	
WILLCARE, INC., a New York   corporation
    
	
 
    	
 
    	
 
    
	
 
    	
98
    	
PATIENT’S CHOICE HOMECARE, LLC,   a Connecticut limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
99
    	
CONNECTICUT HOME HEALTH   CARE, INCORPORATED, a Connecticut corporation
    
	
 
    	
 
    	
 
    
	
 
    	
100
    	
LITSON CERTIFIED   CARE, INC., a New York corporation
    
	
 
    	
 
    	
 
    
	
 
    	
101
    	
LITSON HEALTH CARE, INC.,   a New York corporation
    
	
 
    	
 
    	
 
    
	
 
    	
102
    	
INGENIOS HEALTH   HOLDINGS, INC., a Delaware corporation
    
	
 
    	
 
    	
 
    
	
 
    	
103
    	
INGENIOS HEALTH CO., a Delaware   corporation
    
	
 
    	
 
    	
 
    
	
 
    	
104
    	
BLACK STONE OPERATIONS, LLC, an   Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
105
    	
BLACK STONE OF CINCINNATI, LLC,   an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
106
    	
BLACK STONE OF DAYTON, LLC, an   Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
107
    	
BLACK STONE OF CENTRAL OHIO,   LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
108
    	
BLACK STONE OF NORTHWEST OHIO,   LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
109
    	
BLACKSTONE GROUP, LLC, an Ohio   limited liability company
    


 

[Signature Page to Amended and Restated Security Agreement]

 











 

	
 
    	
110
    	
BLACKSTONE HEALTH CARE, LLC, an   Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
111
    	
S&B HEALTH CARE, LLC, an   Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
112
    	
ADVANCED GERIATRIC   EDUCATION & CONSULTING, LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
113
    	
BLACK STONE OF NORTHEAST OHIO,   LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
114
    	
MJ NURSING AT BLACK STONE, LLC,   an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
115
    	
CARE ADVISORS BY BLACK STONE,   LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
116
    	
ASSISTED CARE BY BLACK STONE OF   CINCINNATI, LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
117
    	
HOME HEALTH CARE BY BLACK STONE   OF CINCINNATI, LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
118
    	
ASSISTED CARE BY BLACK STONE OF   DAYTON, LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
119
    	
HOME HEALTH CARE BY BLACK STONE   OF DAYTON, LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
120
    	
ASSISTED CARE BY BLACK STONE OF   CENTRAL OHIO, LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
121
    	
HOME HEALTH CARE BY BLACK STONE   OF CENTRAL OHIO, LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
122
    	
HOME HEALTH CARE BY BLACK STONE   OF NORTHWEST OHIO, LLC, an Ohio limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
123
    	
ASSISTED CARE BY BLACK STONE OF   NORTHWEST OHIO, LLC, an Ohio limited liability company
    


 

[Signature Page to Amended and Restated Security Agreement]

 











 

	
 
    	
124
    	
PATIENT CARE OF HUDSON COUNTY,   LLC, a New Jersey limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
125
    	
LONG TERM SOLUTIONS, INC.,   a Massachusetts corporation
    
	
 
    	
 
    	
 
    
	
 
    	
126
    	
HOME HEALTH OF JEFFERSON CO,   LLC, a Kentucky limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
127
    	
HHA OF WISCONSIN, LLC, a   Wisconsin limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
128
    	
PATIENT CARE HHA, LLC, a   Connecticut limited liability company
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   C. Steven Guenthner
    
	
 
    	
 
    	
C. Steven Guenthner,   as President, Principal Financial Officer, Secretary and Treasurer of each   Subsidiary Guarantor designated as numbers 1-128 above
    
				


 

[Signature Page to Amended and Restated Security Agreement]

 












 

	
 
    	
ADMINISTRATIVE AGENT:
    
	
 
    	
 
    
	
 
    	
JPMORGAN CHASE BANK, N.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By
    	
/s/ Will Barry
    
	
 
    	
 
    	
Name: Will Barry
    
	
 
    	
 
    	
Title: Associate
    


 

[Signature Page to Amended and Restated Security Agreement]

 











 

Exhibits and Schedules:

 

Exhibit A — Description of Collateral
  Exhibit B — Offices of Grantors and Locations of Collateral

Exhibit C - Filings and Other Actions Required to Perfect Security Interests

 

Annex I — Supplement to Security Agreement

 











 

Exhibit A
 to Amended and Restated Security Agreement

 

DESCRIPTION OF COLLATERAL

 

(Rights to payment and intangible assets)

 

A.                                    All accounts, instruments, documents, chattel paper, money, deposit accounts, investment property, letters of credit, letter of credit rights, supporting obligations and general intangibles of each Grantor, including, without limitation, all patents, copyrights and trademarks, whether now existing or hereafter arising in each case, and all cash or non-cash proceeds of the foregoing; and all ledger sheets, customer lists, files, computer information, programs and source codes, object codes, and software and all other books, records and data of Grantor relating to any of the foregoing; and all of the foregoing, whether now existing or hereafter created or acquired by any Grantor.

 

(Goods)

 

B.                                    All goods of each Grantor, including inventory, equipment and fixtures, whether now owned or hereafter acquired in each case, and all substitutions, replacements, additions or accessions therefor and thereto; and all cash or non-cash proceeds of the foregoing, including insurance proceeds, and all ledger sheets, files, computer programs and software and all other records of each Grantor relating to any of the foregoing.

 

(Commercial Tort Claim)

 

C.                                    Those certain currently existing commercial tort claims of each Grantor set forth below {specifically describe the claim (i.e., parties, description of the dispute, case number — if available)}, and all cash or non-cash proceeds of the foregoing, and all ledger sheets, files, computer programs and software and all other records of each Grantor relating to any of the foregoing; if no commercial tort claims are listed below, none are applicable:

 

D.                                    Any other property of any Grantor not specifically listed in any of the foregoing categories, including without limitation all cash on hand, letters of credit, any other deposits (general or special, time or demand, provisional or final) with any bank or other financial institution, it being intended that the Collateral include all real and personal property of the Grantors, subject to the limitations contained in Section 1 of this Agreement.

 











 

Exhibit B
  to Amended and Restated Security Agreement

 

1.                                      Complete street, city, and state addresses of each Grantor:

 

A.                                    Mailing and CEO address:

 

9510 Ormsby Station Road, Suite 300

Louisville, Kentucky  40223

 

B.                                    Places where Collateral is kept (if different from A):  See attached Exhibit B-1 incorporated by reference herein

 

C.                                    Places where records concerning the Collateral are kept (if different from A):

 

Locations listed in 1.A. and 1.B.

 

2.                                      Complete name, street, mailing, city, county and state addresses of any person or entity other than the Grantor that has or is intended to have possession of any of the Collateral:

 

NONE

 

3.                                      Description of any Intellectual Property registered with a Governmental Authority:

 

	
Trademark
    	
 
    	
Database
    	
 
    	
Status
    	
 
    	
Application
   Number
   Application
   Date
    	
 
    	
Registration
   Number
   Registration
   Date
    	
 
    	
Owner   Name
    
	
WE   MAKE LIVES BETTER THROUGH HOME CARE
    	
 
    	
U.S.   Federal
    	
 
    	
Pending   Intent To Use
    	
 
    	
87116768 7/26/2016
    	
 
    	
 
    	
 
    	
ALMOST   FAMILY, INC.
    
	
WE   ARE SENIOR ADVOCATES


    	
 
    	
U.S.   Federal
    	
 
    	
Registered
    	
 
    	
77892853 12/14/2009
    	
 
    	
3824633 7/27/2010
    	
 
    	
ALMOST   FAMILY, INC.
    
	
EXCELLENCE   THROUGH SENIOR ADVOCACY
    	
 
    	
U.S.   Federal
    	
 
    	
Registered
    	
 
    	
77646298 1/9/2009
    	
 
    	
3657441 7/21/2009
    	
 
    	
ALMOST   FAMILY, INC.
    
	
EXCELLENCE   THROUGH SENIOR ADVOCACY
    	
 
    	
U.S.   Federal
    	
 
    	
Registered
    	
 
    	
77405879 2/26/2008
    	
 
    	
3551621 12/23/2008
    	
 
    	
ALMOST   FAMILY, INC.
    
	
Design Only


    	
 
    	
U.S.   Federal
    	
 
    	
Registered
    	
 
    	
78585491 3/11/2005
    	
 
    	
3103502 6/13/2006
    	
 
    	
ALMOST   FAMILY, INC.
    
	
ALMOST   FAMILY. THE NEXT BEST THING TO REAL FAMILY.
    	
 
    	
U.S.   Federal
    	
 
    	
Renewed   (Registered)
    	
 
    	
75854013 11/19/1999
    	
 
    	
2550726 3/19/2002
    	
 
    	
ALMOST   FAMILY, INC.
    
	
ALMOST   FAMILY
    	
 
    	
U.S.   Federal
    	
 
    	
Renewed   (Registered)
    	
 
    	
75854012 11/19/1999
    	
 
    	
2499621 10/23/2001
    	
 
    	
ALMOST   FAMILY, INC.
    


 











 

	
Trademark
    	
 
    	
Database
    	
 
    	
Status
    	
 
    	
Application
   Number
   Application
   Date
    	
 
    	
Registration
   Number
   Registration
   Date
    	
 
    	
Owner   Name
    
	
ALMOST   FAMILY A


    	
 
    	
U.S.   Federal
    	
 
    	
Renewed   (Registered)
    	
 
    	
75854014 11/19/1999
    	
 
    	
2663761 12/17/2002
    	
 
    	
ALMOST   FAMILY, INC.
    
	
SENIORCARE   SOLUTIONS CARETENDERS
    	
 
    	
U.S.   Federal
    	
 
    	
Renewed   (Registered)
    	
 
    	
75111516 5/8/1996
    	
 
    	
2374107 8/8/2000
    	
 
    	
ALMOST   FAMILY, INC.
    
	
CARETENDERS
    	
 
    	
U.S.   Federal
    	
 
    	
Renewed   (Registered)
    	
 
    	
75066053 3/1/1996
    	
 
    	
2030308 1/14/1997
    	
 
    	
ALMOST   FAMILY, INC.
    
	
MEDERI
    	
 
    	
U.S.   Federal
    	
 
    	
Renewed   (Registered) Section 2(F)
    	
 
    	
73521919 2/12/1985
    	
 
    	
1431554 3/3/1987
    	
 
    	
ALMOST   FAMILY, INC.
    
	
WILLCARE


    	
 
    	
U.S.   State
    	
 
    	
Registered   CT
    	
 
    	
 
    	
 
    	
23661 9/7/2010
    	
 
    	
BRACOR, INC.
    
	
WILLCARE
    	
 
    	
U.S.   State
    	
 
    	
Registered   OH
    	
 
    	
 
    	
 
    	
1963833 9/16/2010
    	
 
    	
BRACOR, INC.
    
	
WILLCARE
    	
 
    	
U.S.   State
    	
 
    	
Registered   OH
    	
 
    	
 
    	
 
    	
1963834 9/16/2010
    	
 
    	
BRACOR, INC.
    
	
WILLCARE
    	
 
    	
U.S.   State
    	
 
    	
Registered   NY
    	
 
    	
 
    	
 
    	
S21562 9/20/2010
    	
 
    	
BRACOR,INC.
    
	
ALMOST   FAMILY MEDLINK
    	
 
    	
U.S.   State
    	
 
    	
Registered   OH
    	
 
    	
 
    	
 
    	
1975238 11/8/2010
    	
 
    	
CARETENDERS   OF CLEVELAND, INC.
    
	
CARETENDERS
    	
 
    	
U.S.   State
    	
 
    	
Registered   OH
    	
 
    	
 
    	
 
    	
1975239 11/8/2010
    	
 
    	
CARETENDERS   OF CLEVELAND, INC.
    
	
CARETENDERS   VNA
    	
 
    	
U.S.   State
    	
 
    	
Registered   OH
    	
 
    	
 
    	
 
    	
1863158 6/10/2009
    	
 
    	
CARETENDERS   OF COLUMBUS, INC.
    
	
COMMUNITY   HOME HEALTH
    	
 
    	
U.S.   State
    	
 
    	
Registered   FL
    	
 
    	
 
    	
 
    	
T09000000242 3/11/2009
    	
 
    	
CARETENDERS   VISITING SERVICES OF ST. AUGUSTINE
    
	
CARETENDERS   FAIRFIELD VNA
    	
 
    	
U.S.   State
    	
 
    	
Registered   OH
    	
 
    	
 
    	
 
    	
1890752 10/21/2009
    	
 
    	
CARETENDERS   VS OF OHIO, L.L.C.
    
	
FAIRFIELD   HOME HEALTH CARE AGENCY
    	
 
    	
U.S.   State
    	
 
    	
Registered   OH
    	
 
    	
 
    	
 
    	
1819641 11/19/2008
    	
 
    	
CARETENDERS   VS OF OHIO, LLC
    
	
FAIRFIELD   HOME HEALTH CARE ASSOCIATION
    	
 
    	
U.S.   State
    	
 
    	
Registered   OH
    	
 
    	
 
    	
 
    	
1819642 11/19/2008
    	
 
    	
CARETENDERS   VS OF OHIO, LLC
    
	
FAIRFIELD   COUNTY AREA VISITING NURSE ASSOCIATION
    	
 
    	
U.S.   State
    	
 
    	
Registered   OH
    	
 
    	
 
    	
 
    	
1819640 11/19/2008
    	
 
    	
CARETENDERS   VS OF OHIO, LLC
    
	
FAIRFIELD   VNA
    	
 
    	
U.S.   State
    	
 
    	
Registered   OH
    	
 
    	
 
    	
 
    	
1819639 11/19/2008
    	
 
    	
CARETENDERS   VS OF OHIO, LLC
    
	
FAIRFIELD   VISITING NURSE ASSOCIATION
    	
 
    	
U.S.   State
    	
 
    	
Renewed   OH
    	
 
    	
 
    	
 
    	
RN172505 4/29/1993
    	
 
    	
CARETENDERS   VS OF OHIO, LLC
    
	
WESEARCH+


    	
 
    	
U.S.   Federal
    	
 
    	
Registered
    	
 
    	
86539587 2/19/2015
    	
 
    	
4915107 3/8/2016
    	
 
    	
LONG   TERM SOLUTIONS, INC.
    
	
WETRACK+


    	
 
    	
U.S.   Federal
    	
 
    	
Registered
    	
 
    	
86539330 2/19/2015
    	
 
    	
4830671 10/13/2015
    	
 
    	
LONG   TERM SOLUTIONS, INC.
    
	
WECARE   +


    	
 
    	
U.S.   Federal
    	
 
    	
Registered
    	
 
    	
85172560 11/9/2010
    	
 
    	
4126358 4/10/2012
    	
 
    	
LONG   TERM SOLUTIONS, INC.
    
	
PATIENT   CARE
    	
 
    	
U.S.   State
    	
 
    	
Renewed   NJ
    	
 
    	
 
    	
 
    	
11146 9/19/1991
    	
 
    	
PATIENT   CARE, INC.
    


 











 

	
Trademark
    	
 
    	
Database
    	
 
    	
Status
    	
 
    	
Application
   Number
   Application
   Date
    	
 
    	
Registration
   Number
   Registration
   Date
    	
 
    	
Owner   Name
    
	
PATIENT   CARE


    	
 
    	
U.S.   State
    	
 
    	
Renewed   NY
    	
 
    	
 
    	
 
    	
S12776 10/7/1991
    	
 
    	
PATIENT   CARE, INC.
    
	
SUNCREST
    	
 
    	
U.S.   Federal
    	
 
    	
Registered
    	
 
    	
77694533 3/19/2009
    	
 
    	
3692182 10/6/2009
    	
 
    	
SUNCREST   HEALTHCARE, INC.
    
	
CARETENDERS
    	
 
    	
U.S.   Federal
    	
 
    	
Registered
    	
 
    	
74146672 03/11/1991
    	
 
    	
1714414 09/08/1992
    	
 
    	
NATIONAL   HEALTH INDUSTRIES, INC., dba Caretenders
    
	
CARETENDERS
    	
 
    	
U.S.   State
    	
 
    	
Registered,   AL
    	
 
    	
 
    	
 
    	
104-605 06/25/1990
    	
 
    	
Almost   Family, Inc.
    
	
BLACK   STONE
    	
 
    	
U.S.   Federal
    	
 
    	
Registered
    	
 
    	
77760420 06/16/2009
    	
 
    	
3823860 07/27/2010
    	
 
    	
Black   Stone Operations LLC
    


 












 

Exhibit B-1
  to Amended and Restated Security Agreement

 

	
Legal Entity
    	
 
    	
Address
    
	
Adult Day Care of America, Inc.
    	
 
    	
76 Center Street, 2nd Floor East Waterbury, CT   06897-4429
    
	
 
    	
 
    	
 
    
	
Adult Day Care of America, Inc.
    	
 
    	
11 Lake Ave Ext., Suite 2W Danbury, CT   06811-5258
    
	
 
    	
 
    	
 
    
	
Adult Day Care of America, Inc.
    	
 
    	
1150 Summer Street, Stamford, CT 06905-5530
    
	
 
    	
 
    	
 
    
	
Adult Day Care of America, Inc.
    	
 
    	
1 Long Wharf Drive, Suite 102 New Haven, CT   06511-5991
    
	
 
    	
 
    	
 
    
	
Adult Day Care of America, Inc.
    	
 
    	
211 State Street, 3rd Floor Bridgeport, CT 06604
    
	
 
    	
 
    	
 
    
	
Adult Day Care of America, Inc.
    	
 
    	
17R Boston Post Rd Unit 2 Waterford CT 06385-2431
    
	
 
    	
 
    	
 
    
	
Adult Day Care of America, Inc.
    	
 
    	
1344 Silas Deane Highway Rocky Hill, CT 06067-1342
    
	
 
    	
 
    	
 
    
	
Almost Family PC of Ft. Lauderdale, LLC
    	
 
    	
5440 NW 33rd Ave, Suite 111 Ft. Lauderdale, FL   33309-6341
    
	
 
    	
 
    	
 
    
	
Almost Family PC of Kentucky, LLC
    	
 
    	
4545 Bishop Lane, Suite 201 Louisville, KY   40218-4574
    
	
 
    	
 
    	
 
    
	
Almost Family PC of Kentucky, LLC
    	
 
    	
2432 Regency Road, Suite 180 Lexington, KY   40503-2989
    
	
 
    	
 
    	
 
    
	
Almost Family PC of Kentucky, LLC
    	
 
    	
2200 E. Parrish Ave., Bldg E, Suite 202,   Owensboro, KY 42303-1449
    
	
 
    	
 
    	
 
    
	
Almost Family PC of Kentucky, LLC
    	
 
    	
1717 Dixie Hwy, Ste 210, Fort Wright, KY 41011-4701
    
	
 
    	
 
    	
 
    
	
Almost Family PC of SW Florida, LLC
    	
 
    	
5260 Station Way, Bld B, Sarasota, FL 34233-3232
    


 











 

	
Almost Family PC of SW Florida, LLC
    	
 
    	
851 5th Ave North, Suite 101 Naples, FL   34102-5582
    
	
 
    	
 
    	
 
    
	
Assisted Care by Black Stone of Central Ohio, LLC
    	
 
    	
445 Hutchinson Ave, Suite 645, Columbus, OH   43235-5677
    
	
 
    	
 
    	
 
    
	
Assisted Care by Black Stone of Cincinnati, LLC
    	
 
    	
4700 E. Galbraith Rd Suite 301, Cincinnati OH   45236-2754
    
	
 
    	
 
    	
 
    
	
Assisted Care by Black Stone of Dayton, LLC
    	
 
    	
3040 Kettering Blvd. Dayton, OH 45439-1922
    
	
 
    	
 
    	
 
    
	
BGR Acquisition, LLC
    	
 
    	
1425 Hand Ave Ste 1A, Ormond Beach, FL 32174-1136
    
	
 
    	
 
    	
 
    
	
BHC Services, Inc.
    	
 
    	
26250 Euclid Ave Suite 901 Euclid OH 44132-3696
    
	
 
    	
 
    	
 
    
	
BHC Services, Inc.
    	
 
    	
26250 Euclid Ave Suite 901 Euclid OH 44132-3696
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
3044 Kettering Blvd, Suite B, Dayton, OH   45439-1922
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
3044 Kettering Blvd., Suite B Dayton, OH   45439-1922
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
1100 Brandywine Blvd, Ste E, 1st Fl Zanesville, OH 43701
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
1949 State Route 59, Suite 101 Kent, OH   44240-8113
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
1949 State Route 59, Suite 101 Kent, OH   44240-8113
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
4840 Higbee Ave NW, Canton, OH 44718-2528
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
210 East Milltown, Suite C Wooster, OH 44691
    


 











 

	
Cambridge Home Health Care, Inc.
    	
 
    	
525 West high Ave New Philadelphia, OH 44663
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
4840 Higbee Ave NW, Canton, OH 44718-2528
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
1204 E Broad St Elyria OH 44035-6308
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
1313 West Bogart Road, Suite B, Sandusky, OH   44870-5704
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
780 Park Ave West Mansfield, OH 44906-3009
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
1630 Eagle Way Ashland, OH 44805
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
780 Park Ave West Mansfield, OH 44906-3009
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
1300 Clark St, Suite 7, Cambridge OH 43725-8875
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
109 Scammel Street Marietta, OH 45750
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
88 Plains Rd, Ste 104A, The Plains, OH 45780-1160
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
213 Columbus Road, Suite 103 Athens, OH 45701
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
74 North Plaza Blvd Chillicothe, OH 45601
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
805 E. Washington St. Suite 230 Medina, OH   44256-3345
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
8536 Crow Dr, Suite 230, Macedonia OH   44056-1900
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
500 Market St, Suite 511, Steubenville, OH   43952-2847
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
500 Market St, Suite 511, Steubenville, OH   43952-2847
    


 











 

	
Cambridge Home Health Care, Inc./Private
    	
 
    	
116 South Main Street Findlay, OH 45840
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
1574 Henthorne Dr, Suite B, Maumee OH   43537-3921
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
1204 East Broad Street Elyria, OH 44035-6308
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
3553 East State St Hermitage, PA 16148-3450
    
	
 
    	
 
    	
 
    
	
Cambridge Home Health, Inc./Private
    	
 
    	
1313 West Bogart Road, Suite B, Sandusky, OH   44870
    
	
 
    	
 
    	
 
    
	
Caretenders of Cleveland, Inc.
    	
 
    	
18000 Jefferson Park Rd Suite 102 Middleburg   Heights, OH 44130-3440
    
	
 
    	
 
    	
 
    
	
Caretenders of Cleveland, Inc.
    	
 
    	
20600 Chagrin Blvd. Suite 290 Shaker Heights,   OH 44122-5344
    
	
 
    	
 
    	
 
    
	
Caretenders of Cleveland, Inc.
    	
 
    	
23611 Chagrin Blvd, Suite 130 Beachwood, OH   44122-5540
    
	
 
    	
 
    	
 
    
	
Caretenders of Cleveland, Inc.
    	
 
    	
18000 Jefferson Park Rd, Suite 103 Middleburg   Heights, OH 44130-3486
    
	
 
    	
 
    	
 
    
	
Caretenders of Cleveland, Inc.
    	
 
    	
1225 E. Waterloo Road Akron, OH 44306-3805
    
	
 
    	
 
    	
 
    
	
Caretenders of Cleveland, Inc.
    	
 
    	
130 Churchill-Hubbard Rd Youngstown, OH 44505-1323
    
	
 
    	
 
    	
 
    
	
Caretenders of Cleveland, Inc.
    	
 
    	
2602 Hubbard Road Madison, OH 44057
    
	
 
    	
 
    	
 
    
	
Caretenders of Cleveland, Inc.
    	
 
    	
1225 E. Waterloo Road Akron, OH 44306-3805
    


 











 

	
Caretenders of Cleveland, Inc.
    	
 
    	
130 Churchill-Hubbard Rd Youngstown, OH 44505-1323
    
	
 
    	
 
    	
 
    
	
Caretenders of Cleveland, Inc.
    	
 
    	
20600 Chagrin Blvd. Suite 290 Shaker Heights,   OH 44122-5344
    
	
 
    	
 
    	
 
    
	
Caretenders of Jacksonville, LLC
    	
 
    	
155 Blanding Blvd., Suite 1 Orange Park, FL   32073-2624
    
	
 
    	
 
    	
 
    
	
Caretenders of Jacksonville, LLC
    	
 
    	
6789 Southpoint Pkwy, Suite 200 Jacksonville,   FL 32216-8206
    
	
 
    	
 
    	
 
    
	
Caretenders of Jacksonville, LLC
    	
 
    	
1425 Hand Ave, Suite 1 Ormond Beach, FL   32174-1136
    
	
 
    	
 
    	
 
    
	
Caretenders of Jacksonville, LLC
    	
 
    	
2765 Rebecca Ln, Suites A & B, Orange City,   FL 32763-8326
    
	
 
    	
 
    	
 
    
	
Caretenders of Jacksonville, LLC
    	
 
    	
3890 Dunn Avenue, Suite 103 Jacksonville, FL   32218-6428
    
	
 
    	
 
    	
 
    
	
Caretenders of Jacksonville, LLC
    	
 
    	
6789 Southpoint Pkwy, Suite 200 Jacksonville,   FL 32216-8206
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of District 6, LLC
    	
 
    	
18501 Murdock Cir Ste 602 Port Charlotte, FL   33948-1039
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of District 6, LLC
    	
 
    	
201 2nd St East Bradenton FL 34208-1030
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of District 6, LLC
    	
 
    	
2155 US 27 South Sebring, FL 33870-4933
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of District 6, LLC
    	
 
    	
306 S. 10th Street, Ste 340 Haines City, FL   33844-5602
    


 











 

	
Caretenders Visiting Services of District 6, LLC
    	
 
    	
3806 Manatee Ave W, Ste 100, Bradenton FL 34205-1714
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of District 7, LLC
    	
 
    	
3800 West Eau Gallie Blvd, Ste 103, Melbourne FL   32934-3285
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Gainesville, LLC
    	
 
    	
4923 NW 43rd Street, Suite A Gainesville, FL   32606-4460
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Gainesville, LLC
    	
 
    	
3593 NW Devane St, Lake City FL 32055-4841
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Gainesville, LLC
    	
 
    	
8109 NW 27th Blvd Gainesville, FL 32606-8636
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Gainesville, LLC
    	
 
    	
210 South Lake Street, Suite 10 Leesburg, FL   34748-7370
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Hernando County,   LLC
    	
 
    	
6719 Crill Avenue Palatka, FL 32177-3977
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Hernando County,   LLC
    	
 
    	
2400 S. US Hwy 27, Suite D(4)-306 Clermont, FL   34711-6816
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Hernando County,   LLC
    	
 
    	
1554 Bella Cruz Dr The Villages/Lady Lake, FL   32159-8969
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Hernando County,   LLC
    	
 
    	
12106 Cortez Blvd Brooksville, FL 34613-5514
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Hernando County,   LLC
    	
 
    	
2212 Highway 44 West Inverness, FL 34453-3860
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Kentuckiana, LLC
    	
 
    	
1724 State Street New Albany, IN 47150-4604
    


 











 

	
Caretenders Visiting Services of Kentuckiana, LLC
    	
 
    	
63 Quartermaster Court Jeffersonville, IN   47130-3623
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Kentuckiana, LLC
    	
 
    	
522 Franklin Street Columbus IN 47201-6214
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Kentuckiana, LLC
    	
 
    	
511 E. 4th St, Suite 111, Huntingburg, IN   47542-1360
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Ocala, LLC
    	
 
    	
1333 SE 25th Loop, Suite 102, Ocala FL   34471-1072
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Orlando, LLC
    	
 
    	
474 S. Northlake Blvd. Suite 1020 Altamonte   Springs, FL 32701-5245
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Orlando, LLC
    	
 
    	
1167 Miranda Lane, Kissimmee, FL 34741-0763
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Pinellas County,   LLC
    	
 
    	
3491 Gandy Blvd, Suite 110, Pinellas Park, FL   33781-2652
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Pinellas County,   LLC
    	
 
    	
50 South Belcher Rd, Suite 112 Clearwater, FL   33765-3950
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Southern Illinois,   LLC
    	
 
    	
141 Market Place Dr Suite 110, Fairview Heights   IL 62208-2034
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Southern Illinois,   LLC
    	
 
    	
496 Memorial Drive Breese, IL 62230-1096
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of Southern Illinois,   LLC
    	
 
    	
4202 Williamson Place, Suite 1 Mt.   Vernon, IL 62864-6760
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of St. Augustine, LLC
    	
 
    	
301 Health Park Blvd., Suite 110 St. Augustine,   FL 32086-5794
    


 











 

	
Caretenders Visiting Services of St. Augustine, LLC
    	
 
    	
6789 Southpoint Pkwy, Suite 200B Jacksonville,   FL 32216-8206
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of St. Augustine, LLC
    	
 
    	
310 Wilmette Ave, Suite 4 Ormond Beach, FL   32174-8105
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of St. Louis, LLC
    	
 
    	
655 Craig Road, Suite 140 Creve Coeur, MO   63141-7168
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of St. Louis, LLC
    	
 
    	
33 North Clark, Ste. B Sullivan, MO 63030-1600
    
	
 
    	
 
    	
 
    
	
Caretenders Visiting Services of St. Louis, LLC
    	
 
    	
1041 Peruque Crossing Court, Suite B, O’Fallon,   Mo 63366-2362
    
	
 
    	
 
    	
 
    
	
Caretenders VNA of Ohio, LLC
    	
 
    	
1450 Columbus Avenue, Suite 102, Washington   Courthouse, OH 43160-1987
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Boston, LLC
    	
 
    	
200 Reservoir Street, Suite 300, Boston, MA   02494 (11/17/2016)
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Boston, LLC
    	
 
    	
401 Andover Street, Suite 102 North Andover, MA   01845-5076
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Boston, LLC
    	
 
    	
287 Turnpike Road Suite 285 Westborough, MA   01581
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Boston, LLC
    	
 
    	
222 Forbes Road, Suite 102 Braintree, MA   02184-2719
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Boston, LLC
    	
 
    	
634 North Falmouth Hwy, 3rd Floor, North Falmouth,   MA 02556-3314
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Boston, LLC
    	
 
    	
330 Whitney Ave, Ste 720, Holyoke, MA 01040-2659
    


 











 

	
Caretenders VS of Central KY, LLC
    	
 
    	
2432 Regency Road, Suite 150 Lexington, KY   40503-2989
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Central KY, LLC
    	
 
    	
101 Medical Heights Drive Suite O Frankfort, KY   40601-4137
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Central KY, LLC
    	
 
    	
101 Ponder Ct. Suite A, Danville KY 40422-9007
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Central KY, LLC
    	
 
    	
2025 Corporate Drive Suite 2, Richmond, KY   40475-8884
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Central KY, LLC
    	
 
    	
1571 Paris Rd Ste F Georgetown KY 40324-8804
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Central KY, LLC
    	
 
    	
1717 Dixie Hwy, Ste 240, Fort Wright, KY 41011-4701
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Lincoln Trail, LLC
    	
 
    	
1105 Juliana Court, Ste. 3 Elizabethtown, KY   42701-7937
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Lincoln Trail, LLC
    	
 
    	
102 Manor Ave, Suite 101, Bardstown, KY   40004-2552
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Lincoln Trail, LLC
    	
 
    	
1270 Old Ekron Road, Suite C Brandenburg, KY   40108-8345
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Louisville, LLC
    	
 
    	
4545 Bishop Lane, Suite 200 Louisville, KY   40218-4574
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Louisville, LLC
    	
 
    	
1169 Eastern Parkway, Suite 3323 Louisville, KY   40217-1415
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Louisville, LLC
    	
 
    	
1553 Hwy 44 East, Ste. 1 Shepherdsville, KY   40165-7183
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Louisville, LLC
    	
 
    	
197 Alpine Drive Shelbyville, KY 40065-8878
    


 











 

	
Caretenders VS of Louisville, LLC
    	
 
    	
9702 Stonestreet Road, Medical Office Bldg. 1,   Suite 330 Louisville, KY 40272-6820
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Louisville, LLC
    	
 
    	
2206 Commerce Pkwy, Suite A LaGrange, KY   40031-8791
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Ohio, LLC
    	
 
    	
1231 East Main Street Lancaster, OH 43130-4058
    
	
 
    	
 
    	
 
    
	
Caretenders VS of SE Ohio, LLC
    	
 
    	
4700 E. Galbraith Rd, Suite 300C, Cincinnati,   OH 45236-2754
    
	
 
    	
 
    	
 
    
	
Caretenders VS of SE Ohio, LLC
    	
 
    	
4700 E. Galbraith Rd, Suite 300C, Cincinnati,   OH 45236-2754
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Western KY, LLC
    	
 
    	
2200 East Parrish Ave, Bldg. E, Suite 203   Owensboro, KY 42303-1449
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Western KY, LLC
    	
 
    	
1630 Second St Henderson, KY 42420-3364
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Western KY, LLC
    	
 
    	
352 East Center Street Madisonville, KY 42431-2136
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Western KY, LLC
    	
 
    	
112 McMurtry Street Suite 2 Hartford, KY 42347
    
	
 
    	
 
    	
 
    
	
Caretenders VS of Western KY, LLC
    	
 
    	
1310 US Highway 62 West, Princeton, KY 42445-6106
    
	
 
    	
 
    	
 
    
	
Connecticut Home Health Care, Inc.
    	
 
    	
56 Quarry Rd, Trumbull CT 06611-4874
    
	
 
    	
 
    	
 
    
	
Connecticut Home Health Care, Inc.
    	
 
    	
56 Quarry Rd, Trumbull CT 06611-4874
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
2707 Kennedy Rd, Suite 200, Janesville, WI   53545-0488
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
13700 W. National Ave, Suite 228, New Berlin,   WI 53151
    


 












 

	
HHA of Wisconsin, LLC
    	
 
    	
2020 West 9th Ave, Oshkosh, WI 54904-8072
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
93 South Pioneer Rd, Suite 100, Fond du Lac WI   54935-3802
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
93 South Pioneer Rd, Suite 100, Fond du Lac WI   54935-3802
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
631 E Calumet St, Suite 2, Chilton, WI   53014-1609
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
631 E Calumet St, Suite 2, Chilton, WI   53014-1609
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
1476 Kenwood Dr, Menasha, WI 54952-1134
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
1476 Kenwood Dr, Menasha, WI 54952-1134
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
2020 West 9th Ave, Oshkosh, WI 54904-8072
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
2100 Riverside Dr, Suite 103, Green Bay, WI   54301-2375
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
2100 Riverside Dr, Suite 103, Green Bay, WI   54301-2375
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
3900 Hall Avenue, Suite A Marinette, WI   54143-1062
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
3900 Hall Avenue, Suite A Marinette, WI   54143-1062
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
333 N Munsert Ave, Oconto Falls, WI 54154-1088
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
321 N Munsert Ave, Oconto Falls, WI 54154-1088
    


 











 

	
HHA of Wisconsin, LLC
    	
 
    	
1425-B State Hwy 16, La Crosse, WI 54601-0488
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
1425-B State Hwy 16, La Crosse, WI 54601-0488
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
2523 West Folsom St, Suite B, Eau Claire, WI   54703-2463
    
	
 
    	
 
    	
 
    
	
HHA of Wisconsin, LLC
    	
 
    	
2523 West Folsom St, Suite B, Eau Claire, WI   54703-2463
    
	
 
    	
 
    	
 
    
	
Home Health Agency- Central Pennsylvania, LLC
    	
 
    	
6310 Allentown Blvd, Ste 100 Harrisburg, PA   17112-2739
    
	
 
    	
 
    	
 
    
	
Home Health Agency- Central Pennsylvania, LLC
    	
 
    	
873 Clare Lane, York, PA 17402-4317
    
	
 
    	
 
    	
 
    
	
Home Health Agency- Central Pennsylvania, LLC
    	
 
    	
221 Hospital Drive, Suite 2, Tyrone, PA   16686-1808
    
	
 
    	
 
    	
 
    
	
Home Health Agency- Collier, LLC
    	
 
    	
5260 Station Way, Bld B, Sarasota, FL 34233-3232
    
	
 
    	
 
    	
 
    
	
Home Health Agency- Hillsborough, LLC
    	
 
    	
1802 59th Street West, Bradenton, FL 34209-4630
    
	
 
    	
 
    	
 
    
	
Home Health Agency- Indiana, LLC
    	
 
    	
600 N. Weinbach Ave, Suite 610, Evansville, IN   47711-5976
    
	
 
    	
 
    	
 
    
	
Home Health Agency- Indiana, LLC
    	
 
    	
111 Garwood Road, Richmond, IN 47374-6031
    
	
 
    	
 
    	
 
    
	
Home Health Agency- Pennsylvania, LLC
    	
 
    	
600 North Bell Ave, Suite 130 , Carnegie, PA   15106-4324
    
	
 
    	
 
    	
 
    
	
Home Health Agency- Philadelphia, LLC
    	
 
    	
Beltway Commons, 426 Airport Road, Suite 138,   Hazle Township, PA 18202-3361
    
	
 
    	
 
    	
 
    
	
Home Health Agency- Philadelphia, LLC
    	
 
    	
5000 Tilghman St Suite 110 Allentown PA   18104-9167
    


 











 

	
Home Health Agency- Pinellas, LLC
    	
 
    	
7330 Little Road Suite 101, New Port Richey, FL   34654-5525
    
	
 
    	
 
    	
 
    
	
Home Health Care by Black Stone of Central Ohio, LLC
    	
 
    	
445 Hutchinson Ave, Suite 640, Columbus, OH   43235-5677
    
	
 
    	
 
    	
 
    
	
Home Health Care by Black Stone of Cincinnati, LLC
    	
 
    	
4700 E. Galbraith Rd Suite 300A, Cincinnati OH   45236-2754
    
	
 
    	
 
    	
 
    
	
Home Health Care by Black Stone of Cincinnati, LLC
    	
 
    	
4700 E. Galbraith Rd Suite 300B, Cincinnati OH   45236-2754
    
	
 
    	
 
    	
 
    
	
Home Health Care by Black Stone of Dayton, LLC
    	
 
    	
3044 Kettering Blvd. Dayton, OH 45439-1922
    
	
 
    	
 
    	
 
    
	
Home Health of Jefferson Co, LLC
    	
 
    	
9510 Ormsby Station Rd, Suite 103, Louisville,   KY 40223-5016
    
	
 
    	
 
    	
 
    
	
Home Health of Jefferson Co, LLC
    	
 
    	
10140 Linn Station Rd, Louisville, KY 40223-3813
    
	
 
    	
 
    	
 
    
	
IN Homecare Network Central, LLC
    	
 
    	
5128 E. Stop 11 Rd Suite 37 Indianapolis IN   46237-6338
    
	
 
    	
 
    	
 
    
	
IN Homecare Network North, LLC
    	
 
    	
1800 N. Wabash St, Ste 100, Marion IN 46952-1300
    
	
 
    	
 
    	
 
    
	
IN Homecare Network North, LLC
    	
 
    	
2190 North Point D Warsaw, IN 46582-9043
    
	
 
    	
 
    	
 
    
	
IN Homecare Network North, LLC
    	
 
    	
330 S. 5th Street, Logansport, IN 46947-3150
    
	
 
    	
 
    	
 
    
	
IN Homecare Network North, LLC
    	
 
    	
3705 N. Briarwood Ln Muncie, IN 47304-6361
    
	
 
    	
 
    	
 
    
	
Litson Certified Care, Inc.
    	
 
    	
700 Corporate Blvd, Newburgh, NY 12550-6416
    
	
 
    	
 
    	
 
    
	
Litson Certified Care, Inc.
    	
 
    	
803 Grant Avenue, Lake Katrine, NY 12449-5352
    


 











 

	
Litson Health Care, Inc.
    	
 
    	
726 East Main St, Suite 501, Middletown, NY   10940-2653
    
	
 
    	
 
    	
 
    
	
Litson Health Care, Inc.
    	
 
    	
803 Grant Avenue, Lake Katrine, NY 12449-5352
    
	
 
    	
 
    	
 
    
	
Litson Health Care, Inc.
    	
 
    	
4 Commerce Street, Suite B-2, Poughkeepsie, NY   12603
    
	
 
    	
 
    	
 
    
	
Mederi Caretenders VS of Broward, LLC
    	
 
    	
4901 NW 17th Way, Suite 104 Ft. Lauderdale, FL   33309-3770
    
	
 
    	
 
    	
 
    
	
Mederi Caretenders VS of Broward, LLC
    	
 
    	
4 Harvard Circle, Ste 950, West Palm Beach, FL   33409-1990
    
	
 
    	
 
    	
 
    
	
Mederi Caretenders VS of SE FL, LLC
    	
 
    	
1285 36th Street, Suite 201 Vero Beach, FL   32960-6588
    
	
 
    	
 
    	
 
    
	
Mederi Caretenders VS of SE FL, LLC
    	
 
    	
1840 SE Port St. Lucie Blvd Morningside Professional   Plaza Port St. Lucie, FL 34952-5545
    
	
 
    	
 
    	
 
    
	
Mederi Caretenders VS of SW FL, LLC
    	
 
    	
6150 Diamond Center Court, Suite A Ft. Myers, FL   33912-7147
    
	
 
    	
 
    	
 
    
	
Mederi Caretenders VS of SW FL, LLC
    	
 
    	
3459 Pine Ridge Rd. #801 Naples, FL 34109-3838
    
	
 
    	
 
    	
 
    
	
Mederi Caretenders VS of Tampa, LLC
    	
 
    	
7823 N Dale Mabry Hwy Ste 107 Tampa 33614-3273
    
	
 
    	
 
    	
 
    
	
Mederi Caretenders VS of Tampa, LLC
    	
 
    	
1476 Town Center Dr Suite 211, Lakeland, FL   33802-7971
    
	
 
    	
 
    	
 
    
	
Nursing Resources LLC
    	
 
    	
3600 Briarfield Blvd. Maumee, OH 43537-8919
    


 











 

	
OMNI Home Health- District 1, LLC
    	
 
    	
8800 University Parkway, Ste C-3, Pensacola, FL   32514-4928
    
	
 
    	
 
    	
 
    
	
OMNI Home Health- District 2, LLC
    	
 
    	
1617 Tennessee Ave Lynn Haven, FL 32444-3652
    
	
 
    	
 
    	
 
    
	
OMNI Home Health- District 2, LLC
    	
 
    	
2343 Hansen Ln Suite 1 Tallahassee, FL   32301-4888
    
	
 
    	
 
    	
 
    
	
OMNI Home Health- District 4, LLC
    	
 
    	
2651 Park Street, Jacksonville, FL 32204-4519
    
	
 
    	
 
    	
 
    
	
OMNI Home Health- Hernando, LLC
    	
 
    	
3900 Crill Ave, Palatka, FL 32177-9171
    
	
 
    	
 
    	
 
    
	
OMNI Home Health- Hernando, LLC
    	
 
    	
183 SW Bascom Norris Dr, Suite 107, Lake City,   FL 32025-1514
    
	
 
    	
 
    	
 
    
	
OMNI Home Health- Hernando, LLC
    	
 
    	
95 NW 253rd St, Newberry FL 32669-3422
    
	
 
    	
 
    	
 
    
	
OMNI Home Health- Hernando, LLC
    	
 
    	
3200 SW 34th Avenue, Suite 301 , Ocala, FL   34474-7463
    
	
 
    	
 
    	
 
    
	
OMNI Home Health- Hernando, LLC
    	
 
    	
4359 South Suncoast Boulevard, Homosassa, FL   34446-1181
    
	
 
    	
 
    	
 
    
	
OMNI Home Health- Jacksonville, LLC
    	
 
    	
3890 Dunn Ave, Ste 103 1A, Jacksonville FL 32218-6428
    
	
 
    	
 
    	
 
    
	
Patient Care HHA, LLC
    	
 
    	
370 James St, Suite 303, New Haven, CT   06513-3091
    
	
 
    	
 
    	
 
    
	
Patient Care HHA, LLC
    	
 
    	
370 James St, Suite 303, New Haven, CT   06513-3091
    
	
 
    	
 
    	
 
    
	
Patient Care Medical Services, Inc.
    	
 
    	
300 Executive Drive, Suite 175 West Orange, NJ 07052-0077
    
	
 
    	
 
    	
 
    
	
Patient Care Medical Services, Inc.
    	
 
    	
495 N. 13th Street, Suite 24-2-1 Newark, NJ   07107-1317
    


 











 

	
Patient Care New Jersey, Inc.
    	
 
    	
6 Brighton Rd Ste 107, Clifton NJ 07012-1604
    
	
 
    	
 
    	
 
    
	
Patient Care New Jersey, Inc.
    	
 
    	
299 Cherry Hill Road, Suite 205, Parsippany, NY   07054-1124
    
	
 
    	
 
    	
 
    
	
Patient Care New Jersey, Inc.
    	
 
    	
299 Market St, Ste 400, Saddlebrook, NJ 07663-5317
    
	
 
    	
 
    	
 
    
	
Patient Care New Jersey, Inc.
    	
 
    	
795 Franklin Ave, Ste C201 Franklin Lakes, NJ   07417-1368
    
	
 
    	
 
    	
 
    
	
Patient Care of Hudson County, LLC
    	
 
    	
120 Lefante Way Bayonne, NJ 07002-5060
    
	
 
    	
 
    	
 
    
	
Patient Care Pennsylvania, Inc.
    	
 
    	
2201 Ridgewood Road, Suite 210 Wyomissing, PA   19610-1196
    
	
 
    	
 
    	
 
    
	
Patient Care Pennsylvania, Inc.
    	
 
    	
2201 Ridgewood Road, Suite 210 Wyomissing, PA   19610-1196
    
	
 
    	
 
    	
 
    
	
Priority Care, Inc.
    	
 
    	
120 East Avenue, Suite 2E, Norwalk, CT 06851
    
	
 
    	
 
    	
 
    
	
Priority Care, Inc.
    	
 
    	
11 Lake Ave Ext., Suite 2W Danbury, CT   06811-5258
    
	
 
    	
 
    	
 
    
	
Priority Care, Inc.
    	
 
    	
185 Silas Deane Highway, 3rd Floor, Wethersfield, CT   06109
    
	
 
    	
 
    	
 
    
	
Priority Care, Inc.
    	
 
    	
1344 Silas Deane Hwy, Rocky Hill, CT 06067-1342
    
	
 
    	
 
    	
 
    
	
Priority Care, Inc.
    	
 
    	
3074 Whitney Ave, Hamden, CT 06518-2391
    
	
 
    	
 
    	
 
    
	
Priority Care, Inc.
    	
 
    	
1 Long Wharf Drive, Suite 102 New Haven, CT   06511-5991
    
	
 
    	
 
    	
 
    
	
SunCrest Companion Services, LLC
    	
 
    	
168 Cude Lane, Madison TN, 37115-2202
    


 











 

	
SunCrest Healthcare of East Tennessee, LLC
    	
 
    	
117 C East Bryant Street, Smithville, TN 37166-1339
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of East Tennessee, LLC
    	
 
    	
471 West Broad Street, Smithville, TN 37166-1116
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of East Tennessee, LLC
    	
 
    	
345 S. Jefferson Street, Suite 201, Cookeville,   TN 38501-3492
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of East Tennessee, LLC
    	
 
    	
1312 W. Main Stree, Suite A, Lebanon, TN   37087-3284
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of East Tennessee, LLC
    	
 
    	
417 North Chancery Street, McMinnville, TN   37110-2049
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of East Tennessee, LLC
    	
 
    	
7D Cook Street, Sparta, TN 38583-1590
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of East Tennessee, LLC
    	
 
    	
828 McMinnville Highway, Woodbury, TN 37190-1241
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of Middle TN, LLC
    	
 
    	
168 Cude Lane, Madison TN, 37115-2202
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of Middle TN, LLC
    	
 
    	
1210 Briarville Road, Building D, Madison, TN   37115-5141
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of Middle TN, LLC
    	
 
    	
1896 General George Patton Drive, Suite 500,   Franklin, TN 37067-4608
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of Middle TN, LLC
    	
 
    	
600 West Nashville Pike, Suite 200, Gallatin,   TN 37066-7140
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of Middle TN, LLC
    	
 
    	
12124 Highway 52W Suite 2 Westmoreland TN   37186-3245
    


 











 

	
SunCrest Healthcare of West Tennessee, LLC
    	
 
    	
2606 Corporate Avenue, Suite 201, Memphis, TN   38132-1708
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of West Tennessee, LLC
    	
 
    	
2606 Corporate Avenue, Suite 201, Memphis, TN   38132-1708
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of West Tennessee, LLC
    	
 
    	
1310 East College Street, Brownsville, TN 38012-1657
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of West Tennessee, LLC
    	
 
    	
2007 Oak Tree Cove, Hernando, MS 38632-1198
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of West Tennessee, LLC
    	
 
    	
621 HWY 7 South, Suite D, Holly Springs, MS   38635-9129
    
	
 
    	
 
    	
 
    
	
SunCrest Healthcare of West Tennessee, LLC
    	
 
    	
608-C Tennessee Street, Bolivar, TN 38008-2443
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of AL, Inc.
    	
 
    	
222-224 7th Street South, Clanton, AL 35045-3704
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Georgia, Inc.
    	
 
    	
2400 Lake Park Dr., Ste 110, Smyrna, GA 30080-8993
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Georgia, Inc.
    	
 
    	
906A Interstate Ridge Drive, Gainesville, GA   30501-7074
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Georgia, Inc.
    	
 
    	
29 Upper Riverdale Road Southwest, Suite 130,   Riverdale, GA 30274-2616
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Georgia, Inc.
    	
 
    	
315 South 9th Street, Griffin, GA 30224-4111
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Georgia, Inc.
    	
 
    	
246 Bullsboro Drive, Suite D & E,   Newnan, GA 30263-3166
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Georgia, Inc.
    	
 
    	
5109 Highway 278 NE, Suite C,, Covington, GA 30014-2608
    


 











 

	
SunCrest Home Health of Georgia, Inc.
    	
 
    	
4307 Ogeechee Road Suites 106 & 107   Savannah, GA 31405-1253
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Manchester, Inc.
    	
 
    	
121 N. Irwin Street, Manchester, TN 37355
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Manchester, Inc.
    	
 
    	
121 North Irwin St. Manchester, TN 37355-1526
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Manchester, Inc.
    	
 
    	
215 Castlewood Drive, Suite C, Murfreesboro, TN   37129-5164
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Manchester, Inc.
    	
 
    	
313 Colloredo Boulevard, Suites 4 & 5, Shelbyville,   TN 37160-2788
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Manchester, Inc.
    	
 
    	
155 Hospital Rd., Suite B, Winchester, TN   37398-2495
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Nashville, Inc.
    	
 
    	
2292 Dalton Dr Suite A, Clarksville, TN   37043-8960
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Nashville, Inc.
    	
 
    	
2292 Dalton Dr Suite A, Clarksville, TN   37043-8960
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Nashville, Inc.
    	
 
    	
699 Highway 70 E, Dickson, TN 37055-2156
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of South GA, Inc.
    	
 
    	
110 E. 4th Street, Adel, GA 31620-2730
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of South GA, Inc.
    	
 
    	
415 Cowart Ave, Suites A & B, Valdosta, GA   31602-2649
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Tampa, LLC
    	
 
    	
5100 West Lemon St, Suite 110, Tampa, FL   33609-1108
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health of Tampa, LLC
    	
 
    	
50 S. Belcher Rd, Suite 112, Clearwater, FL   33765
    
	
 
    	
 
    	
 
    
	
SunCrest Home Health- Southside, LLC
    	
 
    	
2680 Lawrenceville Highway, Suite 201, Box 6,   Decatur, GA 30033-2526
    
	
 
    	
 
    	
 
    
	
SunCrest Outpatient Rehab Services, LLC
    	
 
    	
9143 Phillips Highway, Suite 170, Jacksonville,   FL 32256-1361
    


 











 

	
Tennessee Nursing Services of Morristown, Inc.
    	
 
    	
657 Broadway Ste B Jefferson City TN 37760
    
	
 
    	
 
    	
 
    
	
Tennessee Nursing Services of Morristown, Inc.
    	
 
    	
105 W. Stone Dr, Kingsport, TN 37660-3365
    
	
 
    	
 
    	
 
    
	
Tennessee Nursing Services of Morristown, Inc.
    	
 
    	
657 Broadway, Suite C, Jefferson City, TN   37760-4949
    
	
 
    	
 
    	
 
    
	
Tennessee Nursing Services of Morristown, Inc.
    	
 
    	
409 Cawood Road, Tazewell, TN 37879-3026
    
	
 
    	
 
    	
 
    
	
Trigg County Home Health, Inc.
    	
 
    	
72 Lone Oak Drive Cadiz KY 42211-6520
    
	
 
    	
 
    	
 
    
	
Westerm Region Health Corporation
    	
 
    	
346 Delaware Ave, Buffalo, NY 14202-1804
    
	
 
    	
 
    	
 
    
	
Westerm Region Health Corporation
    	
 
    	
220 Fluvanna Ave, Suite 200, Jamestown, NY   14701-2051
    
	
 
    	
 
    	
 
    
	
Westerm Region Health Corporation
    	
 
    	
95 N. Main Street, Suite 104, Wellsville, NY 14895-1280
    
	
 
    	
 
    	
 
    
	
Willcare, Inc.
    	
 
    	
346 Delaware Ave, Buffalo, NY 14202-1804
    
	
 
    	
 
    	
 
    
	
Willcare, Inc.
    	
 
    	
9701 Niagara Falls Blvd, Suite C, Niagara   Falls, NY 14304-1940
    
	
 
    	
 
    	
 
    
	
Willcare, Inc.
    	
 
    	
220 Fluvanna Ave, Suite 200, Jamestown, NY   14701-2051
    
	
 
    	
 
    	
 
    
	
Willcare, Inc.
    	
 
    	
2211 West State St, Suite 123, Olean, NY   14760-1951
    


 












 

Exhibit C
  to Amended and Restated Security Agreement

 

FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS

 

1.                                      Uniform Commercial Code Filings

 

	
Grantor
    	
 
    	
Office Where Financing
   Statement Is to Be Filed
    
	
Adult Day Care of America, Inc.
    	
 
    	
DE
    
	
AFAM Merger, Inc.
    	
 
    	
DE
    
	
Cambridge Home Health Care Holdings, Inc.
    	
 
    	
DE
    
	
Cambridge Home Health Care, Inc.
    	
 
    	
OH
    
	
Cambridge Home Health Care, Inc./Private
    	
 
    	
OH
    
	
Caretenders of Cleveland, Inc.
    	
 
    	
KY
    
	
Caretenders of Columbus, Inc.
    	
 
    	
KY
    
	
Caretenders Visiting Services Employment   Company, Inc.
    	
 
    	
KY
    
	
National Health Industries, Inc.
    	
 
    	
KY
    
	
OMNI Home Health Holdings, Inc.
    	
 
    	
DE
    
	
Patient Care Medical Services, Inc.
    	
 
    	
NJ
    
	
Patient Care New Jersey, Inc.
    	
 
    	
DE
    
	
Patient Care Pennsylvania, Inc.
    	
 
    	
DE
    
	
Patient Care, Inc.
    	
 
    	
DE
    
	
Priority Care, Inc.
    	
 
    	
CT
    
	
SunCrest Healthcare, Inc.
    	
 
    	
GA
    
	
SunCrest Home Health of AL, Inc.
    	
 
    	
AL
    
	
SunCrest Home Health of Claiborne County, Inc.
    	
 
    	
TN
    
	
SunCrest Home Health of Georgia, Inc.
    	
 
    	
GA
    
	
SunCrest Home Health of Manchester, Inc.
    	
 
    	
TN
    
	
SunCrest Home Health of Nashville, Inc.
    	
 
    	
TN
    
	
SunCrest Home Health of South GA, Inc.
    	
 
    	
GA
    


 











 

	
Grantor
    	
 
    	
Office Where Financing
   Statement Is to Be Filed
    
	
SunCrest LBL Holdings, Inc.
    	
 
    	
TN
    
	
SunCrest TeleHealth Services, Inc.
    	
 
    	
TN
    
	
Tennessee Nursing Services of Morristown, Inc.
    	
 
    	
TN
    
	
Trigg County Home Health, Inc.
    	
 
    	
KY
    
	
AFAM Acquisition, LLC
    	
 
    	
KY
    
	
Almost Family ACO Services of Kentucky, LLC
    	
 
    	
KY
    
	
Almost Family ACO Services of South Florida, LLC
    	
 
    	
FL
    
	
Almost Family ACO Services of Tennessee, LLC
    	
 
    	
TN
    
	
Almost Family PC of Ft. Lauderdale, LLC
    	
 
    	
FL
    
	
Almost Family PC of Kentucky, LLC
    	
 
    	
KY
    
	
Almost Family PC of SW Florida, LLC
    	
 
    	
FL
    
	
Almost Family PC of West Palm, LLC
    	
 
    	
FL
    
	
BGR Acquisition, LLC
    	
 
    	
FL
    
	
Caretenders of Jacksonville, LLC
    	
 
    	
FL
    
	
Caretenders Visiting Services of District 6 LLC
    	
 
    	
KY
    
	
Caretenders Visiting Services of District 7 LLC
    	
 
    	
KY
    
	
Caretenders Visiting Services of Gainesville, LLC
    	
 
    	
FL
    
	
Caretenders Visiting Services of Hernando County,   LLC
    	
 
    	
FL
    
	
Caretenders Visiting Services of Kentuckiana, LLC
    	
 
    	
KY
    
	
Caretenders Visiting Services of Columbus, LLC
    	
 
    	
OH
    
	
Caretenders Visiting Services of Ocala, LLC
    	
 
    	
FL
    
	
Caretenders Visiting Services of Orlando, LLC
    	
 
    	
KY
    
	
Caretenders Visiting Services of Pinellas County,   LLC
    	
 
    	
FL
    
	
Caretenders Visiting Services of Southern Illinois,   LLC
    	
 
    	
IL
    
	
Caretenders Visiting Services of St. Augustine, LLC
    	
 
    	
FL
    
	
Caretenders Visiting Services of St. Louis, LLC
    	
 
    	
MO
    
	
Caretenders VNA of Ohio, LLC
    	
 
    	
OH
    


 











 

	
Grantor
    	
 
    	
Office Where Financing
   Statement Is to Be Filed
    
	
Caretenders VS of Boston, LLC
    	
 
    	
MA
    
	
Caretenders VS of Central KY, LLC
    	
 
    	
KY
    
	
Caretenders VS of Lincoln Trail, LLC
    	
 
    	
KY
    
	
Caretenders VS of Louisville, LLC
    	
 
    	
KY
    
	
Caretenders VS of Ohio, LLC
    	
 
    	
OH
    
	
Caretenders VS of SE Ohio, LLC
    	
 
    	
OH
    
	
Caretenders VS of Western KY, LLC
    	
 
    	
KY
    
	
Home Health Agency - Central Pennsylvania, LLC
    	
 
    	
FL
    
	
Home Health Agency - Brevard, LLC
    	
 
    	
FL
    
	
Home Health Agency - Broward, Inc.
    	
 
    	
FL
    
	
Home Health Agency - Collier, LLC
    	
 
    	
FL
    
	
Home Health Agency - Hillsborough, LLC
    	
 
    	
FL
    
	
Home Health Agency - Illinois, LLC
    	
 
    	
FL
    
	
Home Health Agency - Indiana, LLC
    	
 
    	
FL
    
	
Home Health Agency - Palm Beaches, LLC
    	
 
    	
FL
    
	
Home Health Agency - Pennsylvania, LLC
    	
 
    	
FL
    
	
Home Health Agency - Philadelphia, LLC
    	
 
    	
FL
    
	
Home Health Agency - Pinellas, LLC
    	
 
    	
FL
    
	
Imperium Health Management, LLC
    	
 
    	
KY
    
	
IN Homecare Network Central, LLC
    	
 
    	
IN
    
	
IN Homecare Network North, LLC
    	
 
    	
IN
    
	
Mederi Caretenders VS of SE FL, LLC
    	
 
    	
FL
    
	
Mederi Caretenders VS of Broward, LLC
    	
 
    	
FL
    
	
Mederi Caretenders VS of SW FL, LLC
    	
 
    	
FL
    
	
Mederi Caretenders VS of Tampa, LLC
    	
 
    	
FL
    
	
OMNI Home Health Services, LLC
    	
 
    	
DE
    
	
OMNI Home Health - District 1, LLC
    	
 
    	
FL
    


 











 

	
Grantor
    	
 
    	
Office Where Financing
   Statement Is to Be Filed
    
	
OMNI Home Health - District 2, LLC
    	
 
    	
FL
    
	
OMNI Home Health - District 4, LLC
    	
 
    	
FL
    
	
OMNI Home Health - Hernando, LLC
    	
 
    	
FL
    
	
OMNI Home Health - Jacksonville, LLC
    	
 
    	
FL
    
	
OMNI Health Management, LLC
    	
 
    	
FL
    
	
Patient Care Connecticut LLC
    	
 
    	
CT
    
	
Princeton Home Health, LLC
    	
 
    	
AL
    
	
SunCrest Companion Services, LLC
    	
 
    	
TN
    
	
SunCrest HealthCare of East Tennessee, LLC
    	
 
    	
TN
    
	
SunCrest Healthcare of Middle TN, LLC
    	
 
    	
TN
    
	
SunCrest HealthCare of West Tennessee, LLC
    	
 
    	
TN
    
	
SunCrest Home Health of Tampa, LLC
    	
 
    	
FL
    
	
SunCrest Home Health of MO, Inc.
    	
 
    	
MO
    
	
SunCrest Home Health of North Carolina, Inc.
    	
 
    	
NC
    
	
SunCrest Home Health - Southside, LLC
    	
 
    	
GA
    
	
SunCrest Outpatient Rehab Services of TN, LLC
    	
 
    	
TN
    
	
SunCrest Outpatient Rehab Services, LLC
    	
 
    	
TN
    
	
Bracor, Inc.
    	
 
    	
NY
    
	
BHC Services, Inc.
    	
 
    	
NY
    
	
Western Region Health Corporation
    	
 
    	
NY
    
	
Willcare, Inc.
    	
 
    	
NY
    
	
Patient’s Choice Homecare, LLC
    	
 
    	
CT
    
	
Connecticut Home Health Care, Incorporated
    	
 
    	
CT
    
	
Litson Certified Care, Inc.
    	
 
    	
NY
    
	
Litson Health Care, Inc.
    	
 
    	
NY
    
	
Ingenios Health Holdings, Inc.
    	
 
    	
DE
    
	
Ingenios Health Co.
    	
 
    	
DE
    


 











 

	
Grantor
    	
 
    	
Office Where Financing
   Statement Is to Be Filed
    
	
Black Stone Operations, LLC
    	
 
    	
OH
    
	
Black Stone of Cincinnati, LLC
    	
 
    	
OH
    
	
Black Stone of Dayton, LLC
    	
 
    	
OH
    
	
Black Stone of Central Ohio, LLC
    	
 
    	
OH
    
	
Black Stone of Northwest Ohio, LLC
    	
 
    	
OH
    
	
Blackstone Group, LLC
    	
 
    	
OH
    
	
Blackstone Health Care, LLC
    	
 
    	
OH
    
	
S&B Health Care, LLC
    	
 
    	
OH
    
	
Advanced Geriatric Education & Consulting,   LLC
    	
 
    	
OH
    
	
Black Stone of Northeast Ohio, LLC
    	
 
    	
OH
    
	
MJ Nursing at Black Stone, LLC
    	
 
    	
OH
    
	
Care Advisors by Black Stone, LLC
    	
 
    	
OH
    
	
Assisted Care by Black Stone of Cincinnati, LLC
    	
 
    	
OH
    
	
Home Health Care by Black Stone of Cincinnati, LLC
    	
 
    	
OH
    
	
Assisted Care by Black Stone of Dayton, LLC
    	
 
    	
OH
    
	
Home Health Care by Black Stone of Dayton, LLC
    	
 
    	
OH
    
	
Assisted Care by Black Stone of Central Ohio, LLC
    	
 
    	
OH
    
	
Home Health Care by Black Stone of Central Ohio, LLC
    	
 
    	
OH
    
	
Home Health Care by Black Stone of Northwest Ohio,   LLC
    	
 
    	
OH
    
	
Assisted Care by Black Stone of Northwest Ohio, LLC
    	
 
    	
OH
    
	
Patient Care of Hudson County, LLC
    	
 
    	
NJ
    
	
Long Term Solutions, Inc.
    	
 
    	
MA
    
	
Home Health of Jefferson Co, LLC
    	
 
    	
KY
    
	
HHA of Wisconsin, LLC
    	
 
    	
WI
    
	
Patient Care HHA, LLC
    	
 
    	
CT
    


 











 

2.                                                                                      Copyright, Patent and Trademark Filings

 

None

 

3.                                                                                      Actions with respect to Investment Property — control agreements for following:

 

	
Bank
    	
 
    	
Account Name
    	
 
    	
Account #
    
	
SVB
    	
 
    	
Ingenios   Health Holdings Inc
    	
 
    	
3300877650
    
	
JP   Morgan
    	
 
    	
Almost   Family Inc Adult Day Health Services Accounts Payable
    	
 
    	
616285748
    
	
JP   Morgan
    	
 
    	
Almost   Family Inc Adult Day Health Services Payroll Account
    	
 
    	
616285755
    
	
JP   Morgan
    	
 
    	
Almost   Family Inc DBA Caretenders Adult Day Health Services CDA Accounts Payable
    	
 
    	
629112087
    
	
JP   Morgan
    	
 
    	
Almost   Family Inc DBA Caretenders Adult Day Health Services CDA Payroll Account
    	
 
    	
629112004
    
	
JP   Morgan
    	
 
    	
Almost   Family Inc Insurance Account
    	
 
    	
695262873
    
	
JP   Morgan
    	
 
    	
Almost   Family Inc Operating Account*
    	
 
    	
619032345
    
	
JP   Morgan
    	
 
    	
Almost   Family Inc DBA Mederi/Caretenders/National Health Industries*
    	
 
    	
622593507
    
	
Key   Bank
    	
 
    	
Cambridge   Home Health Care Inc/Private
    	
 
    	
359681036521
    
	
Key   Bank
    	
 
    	
Cambridge   Home Health Care Holdings Inc Funding Account
    	
 
    	
359681202206
    
	
Key   Bank
    	
 
    	
Black   Stone Operations LLC
    	
 
    	
353211001964
    
	
Key   Bank
    	
 
    	
Blackstone   Group LLC
    	
 
    	
354441002285
    
	
Key   Bank
    	
 
    	
MJ   Nursing at Black Stone LLC
    	
 
    	
359681256780
    
	
Key   Bank
    	
 
    	
Assisted   Care by Black Stone
    	
 
    	
359681282190
    
	
Key   Bank
    	
 
    	
Home   Health Care by Black Stone
    	
 
    	
359681282208
    
	
Key   Bank
    	
 
    	
Home   Healthcare by Black Stone of Dayton
    	
 
    	
359681301545
    
	
Key   Bank
    	
 
    	
Assisted   Care by Black Stone of Cincinnati
    	
 
    	
359681301560
    
	
Key   Bank
    	
 
    	
Home   Health Care by Black Stone of Cincinnati
    	
 
    	
359681301578
    
	
Key   Bank
    	
 
    	
Assisted   Care by Black Stone of Dayton
    	
 
    	
359681301644
    
	
Key   Bank
    	
 
    	
Black   Stone Operations LLC Black Stone Ops
    	
 
    	
359681373593
    


 











 

	
Bank
    	
 
    	
Account Name
    	
 
    	
Account #
    
	
Key   Bank
    	
 
    	
Black   Stone Operations, LLC
    	
 
    	
359681376604
    
	
Key   Bank
    	
 
    	
Nursing   Resources LLC*
    	
 
    	
359681381687
    
	
Key   Bank
    	
 
    	
Blackstone   Health Care, LLC
    	
 
    	
359681396065
    
	
First   Tennessee
    	
 
    	
BGR   Acquisition LLC
    	
 
    	
185501604
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Broward Inc Broward Deposit Account
    	
 
    	
185501436
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Columbus LLC Columbus Deposit Account
    	
 
    	
185501352
    
	
First   Tennessee
    	
 
    	
Suncrest   Healthcare Inc Flexible Savings Account
    	
 
    	
183795417
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health of Georgia Inc Gainesville HH Deposit Account*
    	
 
    	
185501674
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Central Pennsylvania LLC
    	
 
    	
185501457
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Illinois LLC Illinois Deposit Account
    	
 
    	
185501408
    
	
First   Tennessee
    	
 
    	
Suncrest   Healthcare Inc Main Account
    	
 
    	
185501471
    
	
First   Tennessee
    	
 
    	
Omni   Home Health District 1 LLC District 1 Deposit Account
    	
 
    	
185501387
    
	
First   Tennessee
    	
 
    	
Omni   Home Health District 4 LLC DBA St. Vincent’s Home Health District 4 Deposit   Account
    	
 
    	
185501429
    
	
First   Tennessee
    	
 
    	
Omni   Home Health Jacksonville LLC Jacksonville Deposit Account
    	
 
    	
185501394
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Palm Beaches LLC Palm Beaches Deposit Account
    	
 
    	
185501422
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Pennsylvania LLC Pennsylvania Deposit Account
    	
 
    	
185501366
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Pinellas LLC Pinellas Deposit Account
    	
 
    	
185501415
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health of Georgia Inc Riverdale HH Deposit Account*
    	
 
    	
185501681
    
	
First   Tennessee
    	
 
    	
Suncrest   Companion Services LLC Comp Deposit Account
    	
 
    	
185501618
    
	
First   Tennessee
    	
 
    	
Suncrest   Healthcare of East TN LLC HH Deposit Account
    	
 
    	
185501625
    


 











 

	
Bank
    	
 
    	
Account Name
    	
 
    	
Account #
    
	
First   Tennessee
    	
 
    	
Suncrest   Healthcare of Middle TN LLC HH Deposit Account
    	
 
    	
185501646
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health of MO Inc HH Deposit Account
    	
 
    	
185501653
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health of Tampa LLC HH Deposit Account
    	
 
    	
185501485
    
	
First   Tennessee
    	
 
    	
TN   Nursing Services of Morristown Inc HH Deposit Account
    	
 
    	
185501723
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Brevard LLC Brevard Deposit Account
    	
 
    	
185501359
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Collier LLC Collier Deposit Account
    	
 
    	
185501331
    
	
First   Tennessee
    	
 
    	
Suncrest   Healthcare Inc Disbursement Account
    	
 
    	
185501478
    
	
First   Tennessee
    	
 
    	
Suncrest   Healthcare Inc Health Insurance Account
    	
 
    	
185501464
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Hillsborough LLC Hillsborough Deposit Account
    	
 
    	
185501338
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Indiana LLC Indiana Deposit Account
    	
 
    	
185501450
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health of Georgia Inc Marietta HH Deposit Account*
    	
 
    	
185501688
    
	
First   Tennessee
    	
 
    	
Omni   Home Health District 2 LLC District 2 Deposit Account
    	
 
    	
185501380
    
	
First   Tennessee
    	
 
    	
Omni   Home Health Hernando LLC Hernando Deposit Account
    	
 
    	
185501401
    
	
First   Tennessee
    	
 
    	
Suncrest   Healthcare Inc Payroll Account
    	
 
    	
183795354
    
	
First   Tennessee
    	
 
    	
Home   Health Agency Philadelphia LLC Philadelphia Deposit Account
    	
 
    	
185501373
    
	
First   Tennessee
    	
 
    	
Suncrest   Outpatient Rehab Services LLC Rehab Deposit Account
    	
 
    	
185501695
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health Southside LLC HH Deposit Account
    	
 
    	
185501716
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health of South GA Inc HH Deposit Account*
    	
 
    	
185501709
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health of AL Inc HH Deposit Account
    	
 
    	
185501597
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health of Manchester Inc HH Deposit Account
    	
 
    	
185501639
    


 











 

	
Bank
    	
 
    	
Account Name
    	
 
    	
Account #
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health of Georgia Inc Covington HH Deposit Account*
    	
 
    	
185501667
    
	
First   Tennessee
    	
 
    	
Suncrest   Home Health of Nashville Inc HH Deposit Account
    	
 
    	
185501660
    
	
First   Tennessee
    	
 
    	
Suncrest   Healthcare of West TN LLC HH Deposit Account
    	
 
    	
185501324
    
	
First   Tennessee
    	
 
    	
Trigg   County Home Health Inc HH Deposit Account
    	
 
    	
185501317
    
	
M&T
    	
 
    	
Bracor   Inc DBA Willcare Payroll
    	
 
    	
8889713486
    
	
M&T
    	
 
    	
Bracor   Management Concentration Account
    	
 
    	
9849193942
    
	
M&T
    	
 
    	
Bracor   Management General Account*
    	
 
    	
8891671664
    
	
M&T
    	
 
    	
Litson   Certified Care DBA Willcare Payroll Account
    	
 
    	
8700812392
    
	
M&T
    	
 
    	
Connecticut   Home Health Care Inc Operating Account
    	
 
    	
9861735604
    
	
M&T
    	
 
    	
Litson   Health Care Inc DBA Willcare Payroll Account
    	
 
    	
8700812384
    
	
M&T
    	
 
    	
Patients   Choice Homecare
    	
 
    	
9850261513
    
	
M&T
    	
 
    	
BHC   Services Inc DBA Willcare Payroll Account
    	
 
    	
148825
    
	
M&T
    	
 
    	
Willcare   Inc DBA Willcare Payroll Account
    	
 
    	
8889713502
    
	
US   Bank
    	
 
    	
Advanced   Geriatric Education & Consulting LLC DBA House Calls by Black Stone*
    	
 
    	
130119033582
    
	
5/3rd
    	
 
    	
Nursing   Resources LLC
    	
 
    	
80229429
    
	
Middlesex
    	
 
    	
Long   Term Solutions Inc
    	
 
    	
800108703
    


 

4.                                                                                      Other Actions

 

None

 












 

ANNEX I

 

to

 

AMENDED AND RESTATED SECURITY AGREEMENT

 

Reference is hereby made to the Amended and Restated Security Agreement (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), dated as of December 5, 2016, made by each of ALMOST FAMILY, INC., a Delaware corporation (the “Borrower”) and the other Subsidiaries of the Borrower listed on the signature pages thereto (and together with any additional Subsidiaries, including the undersigned, which become parties thereto by executing a Supplement in substantially the form hereof, the “Grantors”), in favor of the Administrative Agent for the benefit of itself and the ratable benefit of the Secured Parties.  Capitalized terms used herein and not defined herein shall have the meanings given to them in the Agreement.

 

By its execution below, the undersigned, [NAME OF NEW GRANTOR], a [          ] [corporation/limited liability company/limited partnership] (the “New Grantor”) agrees to become, and does hereby become, a Grantor under the Agreement and agrees to be bound by the Agreement as if originally a party thereto.  The New Grantor hereby collaterally assigns and pledges to the Administrative Agent for the benefit of itself and for the ratable benefit of the Secured Parties, and grants to the Administrative Agent for the benefit of itself and for the ratable benefit of the Secured Parties, a security interest in all of the New Grantor’s right, title and interest in and to the Collateral, whether now owned or hereafter acquired, to secure the prompt and complete payment and performance of the Secured Obligations.

 

By its execution below, the undersigned represents and warrants as to itself that all of the representations and warranties contained in the Agreement are true and correct in all respects as of the date hereof.  New Grantor represents and warrants that the supplements to the Exhibits to the Agreement attached hereto are true and correct in all respects and such supplements set forth all information required to be scheduled under the Agreement. New Grantor shall take all steps necessary and required under the Agreement to perfect, in favor of the Administrative Agent, a first-priority security interest in and lien against New Grantor’s Collateral.

 

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE COMMONWEALTH OF KENTUCKY.

 

IN WITNESS WHEREOF, the New Grantor has executed and delivered this Annex I counterpart to the Agreement as of this             day of             , 20   .

 

	
 
    	
[NAME OF NEW GRANTOR]
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Title:
    	
 
    


 












 

Exhibit A
 to Amended and Restated Security Agreement

 

DESCRIPTION OF COLLATERAL

 












 

Exhibit B
  to Amended and Restated Security Agreement

 

OFFICES OF GRANTORS AND LOCATIONS OF COLLATERAL

 

1.                                      Complete street, city, and state addresses of each Grantor’s:

 

A.                                    Mailing address:

 

B.                                    Chief Executive Office (if different from A):

 

C.                                    Places where Collateral is kept (if different from A):

 

D.                                    Places where records concerning the Collateral are kept 
 (if different from A):

 

2.                                      Complete name, street, mailing, city, county and state addresses of any person or entity other than the Grantor that has or is intended to have possession of any of the Collateral:

 

3.                                      Description of any Intellectual Property registered with a Governmental Agency:

 

	
MARK
    	
 
    	
DATE
   ISSUED
    	
 
    	
REGISTRATION
   NUMBER
    	
 
    	
SECTIONS 8 & 15
   AFFIDAVIT DUE
   DATE
    	
 
    	
RENEWAL
   DATE
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    


 












 

Exhibit C
  to Amended and Restated Security Agreement

 

FILINGS AND OTHER ACTIONS

REQUIRED TO PERFECT SECURITY INTERESTS

 

5.                                      Uniform Commercial Code Filings

 

	
Grantor
    	
 
    	
Office Where Financing Statement Is to
   Be Filed
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    


 

6.                                      Copyright, Patent and Trademark Filings

 

[List all filings]

 

7.                                      Actions with respect to Investment Property

 

[Describe all actions required to obtain “control” of Investment Property]

 

8.                                      Other Actions

 

[Describe other actions to be taken]