Exhibit 10.9(a)
EXECUTION VERSION
AMENDMENT NO. 1,
dated as of July
, 2008 (this “ Amendment
No. 1 ”), to the Management Consulting Agreement,
dated as of September 19, 2006, (the “ Management
Agreement ”), by and between Addus HealthCare, Inc., an
Illinois corporation (the “ Company ”) ,
and Eos Management, Inc., a Delaware corporation (the “
Consultant ”).
WHEREAS, pursuant to Section 13 of the Management
Agreement, the Management Agreement may not be modified or amended
except pursuant to a written instrument executed by each of the
parties thereto.
WHEREAS, the Company and the Consultant hereby agree to
certain amendments to the Management Agreement, on the terms and
subject to the conditions set forth herein.
NOW, THEREFORE,
in consideration of the premises
contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
Section 1. Defined Terms
. Unless otherwise defined herein, defined terms shall have the
meanings set forth in the Management Agreement.
Section 2. Amendments to the
Management Agreement .
(a) Section 2 of the Management
Agreement shall be deleted in its entirety and replaced with the
following new Section 2:
“ Section 2. Term. The
Consultant hereby agrees to provide the Services for the period
(the “ Term ”) commencing on the date hereof and
ending on the later of (i) the fifth anniversary of the date
hereof or (ii) the date on which the Consultant or any
Affiliates thereof no longer own, directly or indirectly, any
Equity Securities (as defined in Addus Holding Corporation’s
(“ Holdings ”) Restated Certificate of
Incorporation dated as of the date hereof, as it may be amended,
restated or otherwise supplemented from time to time (the “
Charter ”)) totaling five percent (5%) of the
issued and outstanding Equity Securities of Holdings (on a fully
diluted basis).”
(b) In Section 5(a) of the
Management Agreement, the first sentence shall be deleted and
replaced with the sentences “In consideration for the
Services performed by the Consultant during the Term, the Company
shall pay the Consultant a fee based on the applicable hourly rate
(not to exceed $1,000 per hour) of the person providing such
Services (the “ Management Fee ”). The
Consultant shall send the Company an invoice on a quarterly basis
for Services performed in the prior quarter based on the applicable
rates and hours spent providing the Services d
