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
|
|
|
|
|
|
|
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