1
EXHIBIT 10(p)(iii)
NOVACARE EMPLOYEE SERVICES, INC.
▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
July 7, 1998
PNC Bank, National Association,
as Agent
One PNC Plaza
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
RE: Consent and Second Amendment to Credit Agreement
(the "Second Amendment")
Dear ▇▇▇▇▇▇:
We refer to that certain Credit Agreement, dated as of November 17, 1997
(as amended, the "Credit Agreement"), by and among NovaCare Employee Services,
Inc. (the "Borrower"), the Guarantors party thereto, the Banks party thereto
and PNC Bank, National Association, as agent for the Banks ("Agent"). Defined
terms used herein, not otherwise defined herein, shall have the meanings given
to them under the Credit Agreement as amended hereby.
The Borrower has advised the Banks and the Agent that the Parent desires
to transfer all of the issued and outstanding shares of stock of the Borrower
owned by the Parent to NC Resources, Inc., a Delaware corporation and wholly
owned Subsidiary of the Parent ("NC Resources").
Accordingly, the Borrower, the Guarantors, the Agent and the Banks desire
to amend the Credit Agreement as hereinafter provided.
The parties hereto in consideration of their mutual covenants and
agreements hereinafter set forth, and intending to be legally bound hereby,
covenant and agree as follows:
AGREEMENT
1. Amendment of Credit Agreement
The parties hereto do hereby modify and amend the Credit Agreement as
follows:
(a) Section 1.1. [Certain Definitions] is hereby amended by
inserting between the definitions of "Multiple Employer Plan" and "Notes" the
following new definitions of "NCES Stock Transfer" and "NC Resources":
2
Schedule 6.1.3 Subsidiaries
Schedule 6.1.8 Owned and Leased Real Property
Schedule 6.1.18 Partnership Agreements; LLC Agreements
Schedule 6.1.19 Insurance Policies
Schedule 6.1.21 Material Contracts
4. Conditions of Effectiveness.
The effectiveness of this Second Amendment is expressly conditioned
upon the Agent's receipt of: (i) this Second Amendment duly executed by the
Borrower, the Guarantors, and the Required Banks; (ii) a Pledge Agreement,
satisfactory in form and substance to the Agent, duly executed by NC Resources
pledging all of the shares of capital stock owned by it in the Borrower,
together with the original certificates evidencing such stock with appropriate
stock powers signed in blank; (iii) an incumbency certificate and a certificate
signed by the Secretary or Assistant Secretary of NC Resources, certifying as to
all action taken by NC Resources to authorize the execution, delivery and
performance of the Pledge Agreement; (iv) an opinion of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Acting
General Counsel of the Borrower, reasonably satisfactory to the Agent regarding
NC Resources; (v) amended Schedules to the Credit Agreement and the other Loan
Documents, if any, to update such schedules with respect to the ownership by NC
Resources of stock in the Borrower, such amended Schedules to be in form and
substance satisfactory to the Required Banks; and (vi) a Certificate signed by
the Secretary or Assistant Secretary of each Loan Party confirming that no Event
of Default or Potential Default under the Credit Agreement shall have occurred
and be continuing or shall exist.
This Second Amendment shall be dated as of and shall be effective as
of the date and year first above written which shall be the date of satisfaction
of all conditions precedent to effectiveness as set forth in this Section 2.
5. Consent of Required Banks.
Pursuant to Section 11.1 of the Credit Agreement, this Second
Amendment shall require the written consent of the Required Banks.
6. Full Force and Effect.
Except as expressly modified and amended by this Second Amendment,
the Credit Agreement and the other Loan Documents are hereby ratified and
confirmed and shall remain in full force and effect.
7. Costs, Expenses, Disbursements.
The Borrowers hereby agree to reimburse the Agent and the Banks on
demand for all costs, expenses and disbursements relating to this Second
Amendment which are payable by the Borrower as provided in Section 10.5 of the
Credit Agreement.
3
3
8. Counterparts.
This Second Amendment may be executed by different parties hereto in
any number of separate counterparts, each of which, when so executed and
delivered, shall be an original, and all of such counterparts shall together
constitute one and the same instrument.
9. Governing Law.
This Second Amendment shall be deemed to be a contract under the laws
of the Commonwealth of Pennsylvania and for all purposes shall be governed by
and construed and enforced in accordance with the internal laws of the
Commonwealth of Pennsylvania without regard to its conflict of laws principles.
[SIGNATURES BEGIN ON NEXT PAGE]
4
4
[SIGNATURE PAGE 1 OF 2 TO SECOND AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
BORROWERS AND GUARANTORS:
NOVACARE EMPLOYEE SERVICES, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
On behalf of each Guarantor listed on
Schedule A attached hereto
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Financial
Officer of each Guarantor listed on
Schedule A attached hereto which is
a corporation and of each general
partner of each Guarantor listed on
Schedule A attached hereto which is
a partnership
On behalf of each Guarantor listed on
Schedule B attached hereto
By:
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President
of each Guarantor listed on Schedule
B attached hereto
5
[SIGNATURE PAGE 1 OF 2 TO SECOND AMENDMENT]
IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly
authorized, have executed this Amendment as of the day and year first above
written.
BORROWERS AND GUARANTORS:
NOVACARE EMPLOYEE SERVICES, INC.
By:
----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chief Financial Officer
On behalf of each Guarantor listed on Schedule A
attached hereto
By:
----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Financial Officer of
each Guarantor listed on Schedule A attached
hereto which is a corporation and of each
general partner of each Guarantor listed on
Schedule A attached hereto which is a
partnership
On behalf of each Guarantor listed on Schedule B
attached hereto
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President of each
Guarantor listed on Schedule B attached hereto
6
[SIGNATURE PAGE 2 OF 2 TO SECOND AMENDMENT]
AGENT AND BANKS:
PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------
Title: Assistant Vice President
---------------------------
AMSOUTH BANK
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Title: Senior Vice President
---------------------------
BANK ONE, KENTUCKY, NA
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------
Title: Senior Vice President
---------------------------
SUNTRUST BANK, CENTRAL FLORIDA, NA
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Title: Vice President
---------------------------
▇
▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇
▇▇ the 23rd day of June, 1998 personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, as the Vice
President of SunTrust Bank, Central Florida, National Association, and before
me executed the attached Second Amendment to Credit Agreement dated as of July
7, 1998 between NovaCare Employee Services, Inc., with SunTrust Bank, Central
Florida, National Association, as Lender.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal, in the state
and county aforesaid.
/s/ ▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------------------------
Signature of Notary Public, State of Georgia
----------------
▇▇▇▇▇ ▇▇▇▇▇ Notary Public, Coweta County, Georgia
My Commission Expires May 6, 2001
-----------------------------------------------------
(Print, Type or Stamp Commissioned Name of Notary
Public)
Personally known X ; OR Produced Identification
---
-----------------------------------------------------
Type of identification produced:
--------------------
-----------------------------------------------------
8
SCHEDULE A
----------
NovaCare Employee Services Resource One, Inc.
NovaCare Employee Services of Orlando, Inc.
Professional Insurance Planners of Florida, Inc.
NovaCare Administrative Employee Services of New York, Inc.
NovaCare Employee Services Northeast, Inc.
NovaCare Employee Services of Boston, Inc.
NovaCare Employee Services of New York, Inc.
Staffing Technologies, Inc. (a New York corporation)
NovaCare Employee Services of America, Inc.
Employee Benefits Management, Inc.
Employee Services Inc. of North Carolina
Employers' Risk Management, Inc.
NovaCare Administrative Employee Services, Inc.
NovaCare Employee Services Club Staff, Inc.
NovaCare Employee Services Easy Staff, Inc.
NovaCare Employee Services of Florida, Inc.
Rx One, Inc.
NovaCare Employee Services TPI, Inc.
ConsulTemps, Inc.
NovaCare Employee Services West, Inc.
Paralign Staffing Technologies, Inc.
NCES Partners (IND), LP (NovaCare Employee Services, Inc. is a general partner)
9
SCHEDULE B
NCES Finance, Inc.
NCES Holdings, Inc.
NCES Licensing, Inc.
10
SCHEDULE 6.1.1
QUALIFICATIONS TO DO BUSINESS
STATE OF
LOAN PARTY FORMATION QUALIFICATIONS
---------- --------- --------------
NovaCare Employee Services, Inc. DE AZ, AR, CA, CO, CT,
DC, FL, GA, IN, IA,
KY, LA, ME, MD, MA,
MI, MN, MS, MO, NE,
NV, NH, NJ, NM, NY,
NC, ND, OH, OK, OR,
PA, RI, SC, SD, TN,
TX, VT, VA, WA, WY
NovaCare Administrative Employee Services
of New York, Inc. NY -
NovaCare Administrative Employee
Services, Inc. FL -
NovaCare Employee Services Club Staff, Inc. FL -
NovaCare Employee Services Easy Staff, Inc. FL -
NovaCare Employee Services Northeast, Inc. NY -
NovaCare Employee Services Resource
One, Inc. FL -
NovaCare Employee Services TPI, Inc. NY -
NovaCare Employee Services of America, Inc. FL -
11
STATE OF
LOAN PARTY FORMATION QUALIFICATIONS
---------- --------- --------------
NovaCare Employee Services of Boston, Inc. DE NY
NovaCare Employee Services of Bradenton, Inc. FL --
NovaCare Employee Services of Florida, Inc. FL AL, GA, MD, NC,
SC, TN, VA, WV
NovaCare Employee Services of New York, Inc. NY VT
NovaCare Employee Services of Orlando, Inc. FL AR, CA, IL, ME,
MN, NV, NH, NM,
NC, OR, SC, TN,
TX, UT, VT, WV
ConsulTemps, Inc. VA --
Employee Benefits Management, Inc. FL --
Employee Services Inc. of North Carolina NC --
Employers' Risk Management, Inc. FL --
Professional Insurance Planners of
Florida, Inc. FL --
RX One, Inc. FL --
Staffing Technologies, Inc. NY --
2
12
STATE OF
LOAN PARTY FORMATION QUALIFICATIONS
---------- --------- --------------
NCES Finance, Inc. DE --
NCES Holdings, Inc. DE --
NCES Licensing, Inc. DE --
AmeriCare Employers Group, Inc. AZ CA, CO, FL, GA,
NV, NM, OH, OR,
SC, TX
Paralign Staffing Technologies, Inc. AZ CA, GA, MS, TX,
WA
NCES Partners (IND), L.P. IN --
-3-
13
SCHEDULE 6.1.3
SUBSIDIARIES
Borrower/ Authorized No. of
Subsidiary Jurisdiction Guarantor Capital Shares Issued Shareholder
---------- ------------ ---------- ----------- ------------- -----------
AmeriCare Employers Group, Inc. AZ G 1,000,000 common shares 98,069 NovaCare Employee Services, Inc.
no par value
ConsulTemps, Inc. VA G 5,000 common shares 1,000 NovaCare Employee Services Easy
$1.00 par value Staff, Inc.
Employee Benefits FL G 800,000 common shares 428,747 NovaCare Employee Services of
Management, Inc. $.01 par value America, Inc.
Employee Services Inc. of NC G 800,000 common shares 428,747 NovaCare Employee Services of
North Carolina $.10 par value America, Inc.
Employers' Risk FL G 800,000 common shares 428,747 NovaCare Employee Services of
Management, Inc. $.01 par value America, Inc.
NCES Finance, Inc. DE G 3,000 common shares 100 NovaCare Employee Services, Inc.
$.01 par value
NCES Holdings, Inc. DE G 3,000 common shares 100 NovaCare Employee Services, Inc.
$.01 par value
1
14
BORROWER/ AUTHORIZED NO. OF
SUBSIDIARY JURISDICTION GUARANTOR CAPITAL SHARES ISSUED SHAREHOLDER
---------- ------------ --------- ------- ------------- -----------
NCES Licensing, Inc. DE G 3,000 common shares 100 NovaCare Employee Services, Inc.
$.01 par value
NovaCare Administrative FL G 800,000 common shares 428,747 NovaCare Employee Services of
Employee Services, Inc. $.01 par value America, Inc.
NovaCare Administrative NY G 200 common shares 1 NovaCare Employee Services TPI, Inc.
Employee Services of New no par value
York, Inc.
NovaCare Employee Services FL G 800,000 common shares 428,747 NovaCare Employee Services of
Club Staff, Inc. $.01 par value America, Inc.
NovaCare Employee Services FL G 800,000 common shares 428,747 NovaCare Employee Services of
Easy Staff, Inc. $.01 par value America, Inc.
NovaCare Employee Services NY G 200 common shares 1 NovaCare Employee Services TPI, Inc.
Northeast, Inc. no par value
NovaCare Employee Services FL G 800,000 common shares 428,747 NovaCare Employee Services, Inc.
of America, Inc. $.01 par value
500,000 preferred 0
shares
no par value
NovaCare Employee Services DE G 200 common shares 1 NovaCare Employee Services TPI, Inc.
of Boston, Inc. $1.00 par value
2
15
BORROWER/ AUTHORIZED NO. OF
SUBSIDIARY JURISDICTION GUARANTOR CAPITAL SHARES ISSUED SHAREHOLDER
---------- ------------ --------- ---------- ------------- -----------
NovaCare Employee Services FL G 50 common shares 50 NovaCare Employee Services
of Bradenton, Inc. no par value of America, Inc.
NovaCare Employee Services FL G 800,000 common shares 428,747 NovaCare Employee Services
of Florida, Inc. $.01 par value of America, Inc.
NovaCare Employee Services NY G 200 common shares 1 NovaCare Employee Services
of New York, Inc. no par value TPI, Inc.
NovaCare Employee Services FL G 1,000,000 common 50,000 NovaCare Employee Services
of Orlando, Inc. shares Resource One, Inc.
$.01 par value
NovaCare Employee Services FL G 1,000,000 common 100,000 NovaCare Employee
Resource One, Inc. shares Services, Inc.
$.01 par value
NovaCare Employee Services NY G 11,111 common shares 6,261 NovaCare Employee
TPI, Inc. $.01 par value Common Services, Inc.
4,850 preferred 4,850 NovaCare Employee
shares Preferred Services, Inc.
$.01 par value
Paralign Staffing AZ G 10,000 common shares 1,000 AmeriCare Employers
Technologies, Inc. $1.00 par value Group, Inc.
Professional Insurance FL G 5,000 common shares 250 NovaCare Employee Services
Planners of Florida, Inc. $.10 par value Resource One, Inc.
3
16
Borrower/ Authorized No. of
Subsidiary Jurisdiction Guarantor Capital Shares Issued Shareholder
---------- ------------ --------- ---------- ------------- -----------
Rx One, Inc. FL G 1,000,000 common 100,000 Novacare Employee Services, Inc.
shares
$.01 par value
Staffing Technologies, Inc. NY G 200 common shares 1 Novacare Employee Services TPI, Inc.
no par value
4
17
PARTNERSHIP INTERESTS
Name Jurisdiction Partnership Interest Borrower/Guarantor
---- ------------ -------------------- ------------------
NCES Partners (IND), LP Indiana 1% general partnership interest owned G
by NovaCare Employees Services, Inc.;
99% limited partnership interest owned
by NCES Holdings, Inc.
5
18
SCHEDULE 6.1.8
OWNED AND LEASED REAL PROPERTY
A. OWNED REAL PROPERTY
Owner Location
NovaCare Administrative Employee ▇▇▇ ▇▇▇ ▇▇▇▇
Services of New York, Inc. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
B. LEASED REAL PROPERTY
Lessee Location
NovaCare Employee Services, Inc. ▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Administrative Employee ▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
Services of New York, Inc. Albany, NY
NovaCare Employee Services Club Staff, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
Inc. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Employee Services Easy Staff, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
Inc. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Employee Services Northeast, ▇▇▇ ▇▇▇ ▇▇▇▇
Inc. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Employee Services Resource ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
One, Inc. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Employee Services TPI, Inc. ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Employee Services of America, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
Inc. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Employee Services of Boston, ▇▇▇ ▇▇▇ ▇▇▇▇
Inc. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Employee Services of 1111 5th Street W.
Bradenton, Inc. ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
19
Lessee Location
------ --------
NovaCare Employee Services of Florida, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Employee Services of New York, Inc. ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Employee Services of Orlando, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
ConsulTemps, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Employee Benefits Management, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Employee Services Inc. of North Carolina ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Employers' Risk Management, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Professional Insurance Planners of Florida, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
RX One, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Staffing Technologies, Inc. ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NCES Finance, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NCES Holdings, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
20
LESSEE LOCATION
------ --------
NCES Licensing, Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
NovaCare Administrative Employee ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
Services, Inc. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇. ▇, #▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, #▇▇▇
▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇. #▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇ ▇▇., #▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇
AmeriCare Employers Group, Inc. ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
21
Lessee Location
------ --------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 1 and 7
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Paralign Staffing Technologies, Inc. ▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇
NCES Partners (IND), LP ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
22
SCHEDULE 6.1.18
PARTNERSHIP AGREEMENTS: LLC AGREEMENTS
--------------------------------------
1. NCES Partners (IND), L.P., Limited Partnership Agreement dated October 1,
1997 between NovaCare Employee Services, Inc. (General Partner) and NCES
Holdings, Inc. (Limited Partner)
23
SCHEDULE 6.1.19
INSURANCE POLICIES
INSURANCE
LINE OF COVERAGE LIMIT COMPANY POLICY NUMBER
---------------- ----- --------- -------------
Novacare Employee
Services, Inc.(1) Liability $5,000,000 AIG 2651945
Workers Compensation Statutory Liberty Mutual Various
Umbrella $25,000,000 AIG BE9323272
Professional Liability $5,000,000 AIG ▇▇▇-▇▇-▇▇
Fiduciary Liability $5,000,000 AIG 4860959
Crime $5,000,000 AIG CF4861131
NovaCare, Inc.(2) Auto $21,000,000 Travelers PJ810181X8840-T1L-97
Property $200,000,000 Travelers KTJCMB-251T049-9-96
--------------
(1) Policies cover all Loan Parties
(2) NovaCare Employee Services is an additional insured for autos and
property under the NovaCare policy
24
SCHEDULE 6.1.21
MATERIAL CONTRACTS
1. Underwriting Agreement
2. Stock Purchase Agreement dated September 16, 1996 by and among Resource One,
Inc., Professional Insurance Planners of Florida, Inc., Human Resource One,
Inc., Rx One, Inc., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. and
NovaResource, Inc. [now known as NovaCare Employee Services, Inc.]
3. Amendment dated April 8, 1997 to the Stock Purchase Agreement dated as of
September 16, 1996 by and among Resource One, Inc., Professional Insurance
Planners of Florida, Inc., Human Resource One, Inc., Rx One, Inc., ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. and NovaSource, Inc. [now known as
NovaCare Employee Services, Inc.]
4. Stock Purchase Agreement dated January 24, 1997 by and among Employee
Services of America, Inc., Employee Services of Florida, Inc., Employers'
Risk Management, Inc., Employee Benefits Management, Inc., Employers
Diversified Services, Inc. and Nova Resource, Inc. [now known as NovaCare
Employee Services, Inc.]
5. Stock Purchase Agreement dated January 31, 1997 by and among The TPI Group,
LTD., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ III, Malvern ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, Quansoo-TPI L.L.C. and NovaSource, Inc. [now known as
NovaCare Employee Services, Inc.]
6. Stock Option Plan
7. Employment Agreement dated as of January 27, 1997 between NovaSource, Inc.
[now known as NovaCare Employee Services, Inc.] and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
8. Stock Purchase Agreement dated as of February 10, 1997 between NovaSource,
Inc. [now known as NovaCare Employee Services, Inc.] and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
9. Employment Agreement dated as of May 7, 1997 between NovaCare Employee
Services, Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
10. Stock Purchase Agreement dated as of June 10, 1997 between NovaCare Employee
Services, Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
11. Employment Agreement dated as of October 8, 1996 between NovaResource, Inc.
[now known as NovaCare Employee Services, Inc.] and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
25
12. Amendment dated as of April 8, 1997 to the Employment Agreement dated
October 8, 1996 between NovaResource, Inc. [now known as NovaCare Employee
Services, Inc.] and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
13. Stock Purchase Agreement dated as of February 28, 1997 between NovaCare
Employee Services, Inc. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
14. Employment Agreement dated as of April 23, 1997 between NovaCare Employee
Services, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇.
15. Stock Purchase Agreement dated as of April 23, 1997 between NovaCare
Employee Services, Inc. and ▇▇▇▇▇▇ ▇▇▇▇▇.
16. Employment Agreement dated as of February 6, 1997 between NovaSource, Inc.
[now known as NovaCare Employee Services, Inc.] and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
17. Employment Agreement dated as of February 27, 1997 between NovaSource,
Inc. [now known as NovaCare Employee Services, Inc.] and ▇▇▇▇▇ ▇▇▇▇.
18. Employment Agreement dated as of June 18, 1997 between NovaCare Employee
Services, Inc. and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇.
19. Subscriber Service Agreement dated as of January 25, 1997 between NovaCare,
Inc. and NovaCare Employee Services, Inc.
20. Agreement dated as of January 25, 1997 between NovaCare, Inc. and NovaCare
Employee Services, Inc.
21. Trademark Agreement dated as of February 28, 1997 between NovaSource, Inc.
[now known as NovaCare Employee Services, Inc.] and NovaMark, Inc.
22. Loan Agreement dated as of September 18, 1996 between NovaFunds, Inc. and
NovaResource, Inc. [now known as NovaCare Employee Services, Inc.]
23. Sublease Agreement dated as of June 4, 1997 between NovaCare, Inc. and
NovaCare Employee Services, Inc.
24. Supplemental Benefits Plan
25. Employment Agreement dated as of December 10, 1997 between NovaCare
Employee Services, Inc. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇.
26. Amendment #1 to the NovaCare Employee Services, Inc. Stock Option Plan.
27. Employment Agreement dated as of December 31, 1997 between NovaCare
Employee Services, Inc. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
2