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CONSENT AND SEVENTH AMENDMENT TO CREDIT AGREEMENT

Loan Agreement

CONSENT AND SEVENTH AMENDMENT TO CREDIT AGREEMENT | Document Parties: ADDUS HOMECARE CORP | ADDUS HEALTHCARE, INC | Loan Parties, FREEPORT FINANCIAL LLC You are currently viewing:
This Loan Agreement involves

ADDUS HOMECARE CORP | ADDUS HEALTHCARE, INC | Loan Parties, FREEPORT FINANCIAL LLC

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

CONSENT AND SEVENTH AMENDMENT TO CREDIT AGREEMENT, Parties: addus homecare corp , addus healthcare  inc , loan parties  freeport financial llc
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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

 

Date

  

Scheduled Installment

December 31, 2008

  

$1,662,500

March 31, 2009

  

$1,662,500

June 30, 2009

  

$1,662,500

September 30, 2009

  

$1,662,500

December 31, 2009

  

$2,100,000

March 31, 2010

  

$2,100,000

June 30, 2010

  

$2,100,000

September 30, 2010

  

$2,100,000

December 31, 2010

  

$2,537,500

March 31, 2011

  

$2,537,500

June 30, 2011

  

$2,537,500

September 19, 2011

  

$32,368,500 or the outstanding principal balance of
Term Loans outstanding on such date

 

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


 
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