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.

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

“Subsidiary Guarantors”

[Signature Page to Amended and Restated Security Agreement]

[Signature Page to Amended and Restated Security Agreement]

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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:

Exhibit B-1
to Amended and Restated Security Agreement