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CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT

Loan Agreement

CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT | Document Parties: ADDUS HOMECARE CORP | Addus HealthCare (Idaho), Inc | Addus HealthCare, Inc | Life, Inc | Loan Parties, FREEPORT FINANCIAL LLC | Montana, Inc You are currently viewing:
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ADDUS HOMECARE CORP | Addus HealthCare (Idaho), Inc | Addus HealthCare, Inc | Life, Inc | Loan Parties, FREEPORT FINANCIAL LLC | Montana, Inc

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Title: CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT
Governing Law: Illinois     Date: 7/17/2009
Law Firm: Winston Strawn    

CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT, Parties: addus homecare corp , addus healthcare (idaho)  inc , addus healthcare  inc , life  inc , loan parties  freeport financial llc , montana  inc
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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.

 

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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:

 

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

Date

  

Scheduled
Installment

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

 

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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.”

 

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