Exhibit 10.8(g)
EXECUTION COPY
CONSENT AND SEVENTH AMENDMENT
TO CREDIT AGREEMENT
CONSENT AND SEVENTH AMENDMENT TO
CREDIT AGREEMENT (this “ Amendment ”), dated as
of October 21, 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, that certain Consent and Fourth Amendment
to Credit Agreement dated as of April 1, 2008, that certain
Consent and Fifth Amendment to Credit Agreement dated as of
June 9, 2008, that certain Consent and Sixth Amendment to
Credit Agreement dated as of September 25, 2008 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 to amend certain
provisions of the Credit Agreement.
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 .
Borrower, Agent and the Lenders hereby (A) consent to the
assignment of certain Loans pursuant to the Assignment Agreement
(the “ Seventh Amendment Assignment ”) attached
to this Amendment as Exhibit A notwithstanding the minimum
assignment provisions of Section 9.1(a) of the Credit
Agreement; and (B) consent to the drawing of all remaining
Delayed Draw Term Loan Commitments immediately prior to the Seventh
Amendment Effective Date notwithstanding the conditions to
borrowing set forth in Section 2.1(a)(iv) of the Credit
Agreement have not been met; provided that, notwithstanding the
terms set forth in Section 2.1(a)(iii) of the Credit
Agreement with respect to the use of proceeds of the
Delayed Draw Term Loans, the proceeds of the
Delayed Draw Term Loans so borrowed are immediately applied to pay
the amendment fee pursuant to Section 5.4 hereof and repay the
outstanding principal amount of the Revolving Loans.
Section 3. Amendment to the
Credit Agreement . As of the Seventh 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:
Seventh Amendment
means that certain Consent and
Seventh Amendment to Credit Agreement dated as of October 21,
2008 among the Loan Parties, Agent and the Lenders.
Seventh Amendment
Assignment has the
meaning set forth in the Seventh Amendment.
Seventh Amendment Effective
Date has the meaning set
forth in the Seventh Amendment.
Seventh Amendment Reaffirmation
of Collateral Documents means the Consent and Reaffirmation (Seventh
Amendment), dated as of October 21, 2008 of the Loan Parties
signatory thereto, in respect of the Collateral
Documents.
3.2. On the Seventh Amendment
Effective Date, Section 2.1(a)(v) of the Credit
Agreement shall be 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
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Scheduled Installment
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December 31, 2008
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$1,662,500
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March 31, 2009
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$1,662,500
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June 30, 2009
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$1,662,500
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September 30, 2009
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$1,662,500
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December 31, 2009
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$2,100,000
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March 31, 2010
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$2,100,000
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June 30, 2010
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$2,100,000
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September 30, 2010
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$2,100,000
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December 31, 2010
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$2,537,500
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March 31, 2011
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$2,537,500
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June 30, 2011
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$2,537,500
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September 19, 2011
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$32,368,500 or the outstanding principal balance of
Term Loans outstanding on such date
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2
The above scheduled installment amounts reflect
the incurrence by the Borrower of the Delayed Draw Term Loans
funded as of the Seventh Amendment Effective Date. 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