Exhibit 10.8(d)
EXECUTION
COPY
CONSENT AND FOURTH AMENDMENT
TO CREDIT AGREEMENT
CONSENT AND FOURTH AMENDMENT TO
CREDIT AGREEMENT (this “ Amendment ”), dated as
of April 1, 2008, among Addus HealthCare, Inc., an Illinois
corporation (“ Borrower ”), the other persons
signatory hereto as “Loan Parties”, FREEPORT FINANCIAL
LLC, a Delaware limited liability company (“ Agent
”) and the Lenders signatory hereto. Terms not defined herein
have the meanings given to them in the Credit Agreement (as
hereinafter defined).
RECITALS
A. Borrower, the Loan Parties, the
Lenders signatory thereto and Agent are party to that certain
Credit Agreement dated as of September 19, 2006 (as amended by
that certain Consent and First Amendment to Credit Agreement dated
as of July 29, 2007, that certain Consent and Second Amendment
to Credit Agreement dated as of October 15, 2007, that certain
Consent and Third Amendment to Credit Agreement dated as of
November 13, 2007 and as further amended, restated or
otherwise modified including by this Amendment, the “
Credit Agreement ”).
B. Borrower, the Loan Parties, the
Lenders and Agent are entering into this Amendment in connection
with the acquisition (the “ Full Life Acquisition
”) by Addus HealthCare (Idaho), Inc., a Delaware corporation
and a wholly-owned Subsidiary of the Borrower (“ Addus
Idaho ”), of substantially all of the assets of each of A
Full Life Agency, Inc., Life’s Alternatives, Inc.,
Alternatives For Life, Inc., A Full Life of Montana, Inc., A Full
Life Home Care, Inc., A Full Life Home Health, Lewiston, Inc., and
A Full Life Home Health, Boise, Inc. (collectively “ Full
Life ”) for an aggregate purchase price not to exceed
$4,325,000.
C. Agent, Lenders and the Loan
Parties are willing to enter into this Amendment upon the terms and
conditions set forth below.
NOW THEREFORE, in consideration of
the matters set forth in the recitals and the covenants and
provisions herein set forth, and other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
AGREEMENT
Section 1. Definitions .
Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed thereto in the Credit
Agreement.
Section 2. Consent .
Agent and the Lenders hereby consent to Addus Idaho
(i) entering into (w) that certain Asset Purchase
Agreement, dated as of even date herewith (the “ Full Life
Purchase Agreement ”), by and between Addus Idaho, the
Borrower, Donald Gross, Sandra Gross, A Full Life Agency, Inc.,
Life’s Alternatives, Inc., Alternatives For Life, Inc., A
Full Life of Montana, Inc., A Full Life Home Care, Inc., A Full
Life Home Health, Lewiston, Inc., and A Full Life Home Health,
Boise, Inc., (x) the Idaho Note, (y) the Idaho Earn Out
Agreement and
(z) the other agreements, instruments and
documents for the purpose of consummating the Full Life Acquisition
in each case on terms and conditions satisfactory to the Agent (the
“ Full Life Acquisition Documents ”, it being
agreed that the forms of the Full Life Purchase Agreement, the
Idaho Note, the Idaho Earn Out Agreement and such other agreements,
instruments and documents provided to the Agent on April 1,
2008 are satisfactory to the Agent); (ii) consummating the
Full Life Acquisition on the Fourth Amendment Effective Date for an
aggregate purchase price not to exceed $2,000,000 paid in cash on
the closing date thereof pursuant to the terms of the Full Life
Acquisition Documents, plus a deferred purchase price in an amount
not to exceed $950,000 paid pursuant to the Idaho Earn Out
Agreement, plus the issuance of the Idaho Note and up to $125,000
in deferred payments (the “ Idaho Deferred Payments
”) within fifteen days of the delivery of the 2008 audited
financial statements of Borrower paid pursuant to
Section 3.1(d) of the Full Life Purchase Agreement; provided
that neither such deferred purchase price paid pursuant to
Section 3.1(d) of the Full Life Purchase Agreement, nor any
amount paid pursuant to the Idaho Earn Out Agreement nor any
payments on the Idaho Note shall be paid in the event that any
Default or Event of Default under any of Sections 7.1 or
8.1(a) of the Credit Agreement has occurred and is continuing
or would result therefrom or the Borrower does not have the minimum
Borrowing Availability required by Section 6.17 of the
Credit Agreement after giving effect to such payment.
Section 3. Amendment to the
Credit Agreement . As of the Fourth Amendment Effective Date,
the Credit Agreement is hereby amended as follows:
3.1. Section 1.1 of the
Credit Agreement is hereby amended by adding the following new
definitions thereto:
Fourth Amendment
means that certain Consent and
Fourth Amendment to Credit Agreement dated as of April 1, 2008
among the Loan Parties, Agent and the Lenders.
Fourth Amendment Effective
Date has the meaning set
forth in the Fourth Amendment.
Fourth Amendment Reaffirmation of
Collateral Documents means the Consent and Reaffirmation (Fourth
Amendment) dated as of April 1, 2008 of the Loan Parties
signatory thereto, in respect of the Collateral
Documents.
Full Life has the meaning set forth in the Recitals to the
Fourth Amendment.
Full Life Acquisition
has the meaning set forth in the
Recitals to the Fourth Amendment.
Full Life Acquisition
Documents has the meaning
set forth in Section 2 of the Fourth Amendment.
Idaho Deferred
Payments has the meaning
set forth in Section 2 of the Fourth Amendment.
Idaho Earn Out
Agreement means that
certain Earn Out Agreement dated as of April 1, 2008 by and
among Addus Idaho, A Full Life Agency, Inc., Life’s
Alternatives, Inc., Alternatives For Life, Inc., A Full Life of
Montana, Inc., A Full Life Home Care, Inc., A Full Life Home
Health, Lewiston, Inc., A Full Life Home Health, Boise, Inc.,
Donald Gross and Sandra Gross.
2
Idaho Note
means that certain 8% Junior
Subordinated Promissory Note by Addus Idaho payable to Donald and
Sandra Gross in the original principal amount of
$1,250,000.
3.2. Section 1.1 of the
Credit Agreement is further amended by amending and restating the
proviso at the end of the definition of “EBITDA” to
read as follows:
“ provided , that,
notwithstanding anything to the contrary contained herein, for each
of the Fiscal Quarters listed below, EBITDA shall be deemed to be
the amount set forth below opposite such corresponding
period:
|
|
|
|
|
|
|
EBITDA
|
|
March 31, 2007
|
|
$
|
3,795,286
|
|
|
|
June 30, 2007
|
|
$
|
3,911,279
|
|
|
|
September 30, 2007
|
|
$
|
3,933,970
|
|
|
|
December 31, 2007
|
|
$
|
4,099,889
|
Provided, further, that for any
period that includes the months of January, February or March of
2008, EBITDA shall, without duplication, be increased with respect
to the assets acquired in connection with the Full Life Acquisition
by an amount equal to $74,000 for each such
month.”
3.3. Section 2.1(a)(v)
of the Credit Agreement is hereby amended and restated in its
entirety and replaced with the following new
Section 2.1(a)(v) :
(v) Borrower shall repay the Term
Loans through periodic payments on the dates and in the amounts
indicated below (“ Scheduled Installments ”),
and in any event the entire remaining principal balance shall be
repaid on the Commitment Termination Date.
|
|
|
|
|
Term Loan
|
|
|
|
|
|
|
|
June 30, 2008
|
|
$
|
1,165,000
|
|
|
|
September 30, 2008
|
|
$
|
1,165,000
|
|
|
|
December 31, 2008
|
|
$
|
1,572,500
|
|
|
|
March 31, 2009
|
|
$
|
1,572,500
|
|
|
|
June 30, 2009
|
|
$
|
1,572,500
|
|
|
|
September 30, 2009
|
|
$
|
1,572,500
|
|
|
|
December 31, 2009
|
|
$
|
1,980,000
|
3
|
|
|
|
|
March 31, 2010
|
|
$
|
1,980,000
|
|
|
|
June 30, 2010
|
|
$
|
1,980,000
|
|
|
|
September 30, 2010
|
|
$
|
1,980,000
|
|
|
|
December 31, 2010
|
|
$
|
2,387,500
|
|
|
|
March 31, 2011
|
|
$
|
2,387,500
|
|
|
|
June 30, 2011
|
|
$
|
2,387,500
|
|
|
|
September 19, 2011
|
|
$
|
27,717,500
or the outstanding
principal balance
of Term Loans
outstanding on
such date
|
The above scheduled installment
amounts reflect the incurrence by the Borrower of the Delayed Draw
Term Loans funded on the Fourth Amendment Effective Date and shall
thereafter be increased in the manner set forth on Annex B to the
Second Amendment to the extent any further Delayed Draw Term Loans
are funded. The final installment payment shall in all events equal
the entire remaining principal balance of the Term Loan (including
any remaining principal balance of such Delayed Draw Term Loans).
Amounts borrowed under this Section 2.1(a) and repaid
may not be reborrowed.
At the request of the applicable
Lender, the Term Loans shall be evidenced by promissory notes
substantially in the form of Exhibit 2.1(a) (as amended,
modified, extended, substituted or replaced from time to time, each
a “ Term Note ” and, collectively, the “
Term Notes ”), and Borrower shall execute and deliver
a Term Note to each such Term Lender. Each Term Note shall
represent the obligation of Borrower to pay the amount of the
applicable Term Lender’s Term Loan Commitment, together with
interest thereon.”
3.4. Section 6.1 of the
Credit Agreement is hereby amended by deleting the
“and” at the end of clause (n) thereof,
deleting the “.” at the end of clause (o)
thereof and replacing it with “; and” and by
adding the following new clause (p) :
“(p) Indebtedness in respect
of the Idaho Earn Out Agreements, the Idaho Deferred Payments and
Idaho Note.”
3.5. Section 6.3 of the
Credit Agreement is hereby amended by deleting the
“and” at the end of clause (n) thereof,
deleting the “.” at the end of clause (o)
thereof and replacing it with “; and” and by
adding the following new clause (p) :
“(p) Borrower or a
wholly-owned Subsidiary of Borrower may consummate the Full Life
Acquisition as of the Fourth Amendment Effective Date pursuant to
the Full Life Acquisition Documents.”
3.6. Clause (d) of
Section 6.6 of the Credit Agreement is hereby amended
by deleting the “and” before clause (iv) thereof
and adding the following new language immediately at the end
thereof:
“and (v) Borrower or a
wholly-owned Subsidiary of Borrower may consummate the Full Life
Acquisition on the Fourth Amendment Effective Date pursuant to the
Full Life Acquisition Documents and all applicable law, provided
that the Full Life Acquisition Documents shall be in full force and
effect and provided further that the Agent shall have received a
complete copy of the fully executed Full Life Acquisition
Documents, certified by the Borrower as being true, complete and
correct.”
4