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CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT

Loan Agreement

CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT | Document Parties: ADDUS HOMECARE CORP | Addus HealthCare (Indiana), Inc | ADDUS HEALTHCARE, INC | Awakened Alternatives Enterprises, LLC | Loan Parties, FREEPORT FINANCIAL LLC You are currently viewing:
This Loan Agreement involves

ADDUS HOMECARE CORP | Addus HealthCare (Indiana), Inc | ADDUS HEALTHCARE, INC | Awakened Alternatives Enterprises, LLC | Loan Parties, FREEPORT FINANCIAL LLC

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

CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT, Parties: addus homecare corp , addus healthcare (indiana)  inc , addus healthcare  inc , awakened alternatives enterprises  llc , loan parties  freeport financial llc
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Exhibit 10.8(f)

EXECUTION COPY

CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT

CONSENT AND SIXTH AMENDMENT TO CREDIT AGREEMENT (this “ Amendment ”), dated as of September 25, 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 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 “ Awakened Alternatives Acquisition ”) by Addus HealthCare (Indiana), Inc., a Delaware corporation and a wholly-owned Subsidiary of the Borrower (“ Addus Indiana ”), of substantially all of the assets of Awakened Alternatives Enterprises, LLC, an Illinois limited liability company (“ Awakened Alternatives ”), for an aggregate purchase price not to exceed $450,000.

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 the following:

2.1. Addus Indiana (i) entering into (x) an Asset Purchase Agreement, dated as of even date herewith (the “ Awakened Alternatives Purchase Agreement ”), by and between Addus Indiana, Awakened Alternatives and certain Members (as defined in the Awakened Alternatives


Purchase Agreement) of Awakened Alternatives party thereto, for the purpose of acquiring substantially all of the assets of Awakened Alternatives and (y) the other agreements, instruments and documents for the purpose of consummating the Awakened Alternatives Acquisition, in each case on terms and conditions reasonably satisfactory to the Agent (collectively, the “ Awakened Alternatives Acquisition Documents ”); and (ii) consummating the Awakened Alternatives Acquisition on the Sixth Amendment Effective Date for an aggregate purchase price not to exceed $300,000 paid in cash on the closing date thereof pursuant to the terms of the Awakened Alternatives Acquisition Documents, plus a deferred purchase price in an amount not to exceed $50,000 paid pursuant to the Awakened Alternatives Purchase Agreement, plus the issuance of the Awakened Alternatives Note; provided that neither such deferred purchase price paid pursuant to the Awakened Alternatives Purchase Agreement nor any payments on the Awakened Alternatives 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 Sixth 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:

Awakened Alternatives has the meaning set forth in the Recitals to the Sixth Amendment.

Awakened Alternatives Acquisition has the meaning set forth in the Recitals to the Sixth Amendment.

Awakened Alternatives Acquisition Documents has the meaning set forth in Section 2 of the Sixth Amendment.

Awakened Alternatives Note means that certain 6% Junior Subordinated Promissory Note by Borrower payable to Awakened Alternatives in the original principal amount of $100,000.

Sixth Amendment means that certain Consent and Sixth Amendment to Credit Agreement dated as of September 25, 2008 among the Loan Parties, Agent and the Lenders.

Sixth Amendment Effective Date has the meaning set forth in the Sixth Amendment.

Sixth Amendment Reaffirmation of Collateral Documents means the Consent and Reaffirmation (Sixth Amendment), dated as of September 25, 2008 of the Loan Parties signatory thereto, in respect of the Collateral Documents.

3.2. On the Sixth 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.

 

2


Term Loan

 

Date

  

Scheduled
Installment

September 30, 2008

  

$

1,197,000

December 31, 2008

  

$

1,620,500

March 31, 2009

  

$

1,620,500

June 30, 2009

  

$

1,620,500

September 30, 2009

  

$

1,620,500

December 31, 2009

  

$

2,044,000

March 31, 2010

  

$

2,044,000

June 30, 2010

  

$

2,044,000

September 30, 2010

  

$

2,044,000

December 31, 2010

  

$

2,467,500

March 31, 2011

  

$

2,467,500

June 30, 2011

  

$

2,467,500

September 19, 2011

  

$

 

 

 

 

 

30,170,500

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 Sixth Amendment Effective Date as set forth on Annex A attached hereto 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.”

3.3. Section 6.1 of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (p)  thereof, deleting the “.” at the end of clause (q)  thereof and replacing it with “; and” and by adding the following new clause (r) :

“(r) Indebtedness in respect of the Awakened Alternatives Purchase Agreement and Awakened Alternatives Note.”

 

3


3.4. Section 6.3 of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (q)  thereof, deleting the “.” at the end of clause (r)  thereof and replacing it with “; and” and by adding the following new clauses (s) :

“(s) Borrower or a wholly-owned Subsidiary of Borrower may consummate the Awakened Alternatives Acquisition as of the Sixth Amendment Effective Date pursuant to the Sixth Amendment Acquisition Documents.”

3.5. Clause (d)  of Section 6.6 of the Credit Agreement is hereby amended by deleting the “and” before clause (vii) thereof and adding the following new language immediately at the end thereof:

“(viii) Borrower or a wholly-owned Subsidiary of Borrower may consummate the Awakened Alternatives Acquisition on the Sixth Amendment Effective Date pursuant to the Awakened Alternatives Acquisition Documents and all applicable law, provided that the Awakened Alternatives 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 Awakened Alternatives Acquisition Documents, certified by the Borrower as being true, complete and correct.”

3.6. Section 6.16 of the Credit Agreement is amended and restated in its entirety to read as f


 
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