CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT THIS CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this Amendment ) dated as of

CONSENT AND AMENDMENT NO. 1 TO

AND SECURITY AGREEMENT

THIS CONSENT AND AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT (this

Amendment ) dated as of March 18, 2010 (the First Amendment Effective Date ), is by and among FIFTH THIRD BANK, an Ohio banking corporation (in its individual capacity, Fifth Third ), as

agent (in such capacity as agent, Agent ) for itself and all other lenders from time to time a party to the Loan Agreement referred to below ( Lenders ), Lenders, ADDUS HEALTHCARE, INC., an Illinois corporation

( Addus Healthcare ), ADDUS HEALTHCARE (IDAHO), INC., a Delaware corporation ( Addus Idaho ), ADDUS HEALTHCARE (INDIANA), INC., a Delaware corporation ( Addus Indiana ), ADDUS HEALTHCARE (NEVADA),

INC., a Delaware corporation ( Addus Nevada ), ADDUS HEALTHCARE (NEW JERSEY), INC., a Delaware corporation ( Addus New Jersey ), ADDUS HEALTHCARE (NORTH CAROLINA), INC., a Delaware corporation ( Addus North

Carolina ), BENEFITS ASSURANCE CO., INC., a Delaware corporation ( Benefits Assurance ), FORT SMITH HOME HEALTH AGENCY, INC., an Arkansas corporation ( Fort Smith ), LITTLE ROCK HOME HEALTH AGENCY, INC., an

Arkansas corporation ( Little Rock ), LOWELL HOME HEALTH AGENCY, INC., an Arkansas corporation ( Lowell ), PHC ACQUISITION CORPORATION, a California corporation ( PHC Acquisition ), PROFESSIONAL

RELIABLE NURSING SERVICE, INC., a California corporation ( Professional Reliable ), and ADDUS HOMECARE CORPORATION, a Delaware corporation ( Holdings ), each having its principal place of business at 2401 S. Plum

Grove Road, Palatine, Illinois 60067 (Addus Healthcare, Addus Idaho, Addus Indiana, Addus Nevada, Addus New Jersey, Addus North Carolina, Benefits Assurance, Fort Smith, Little Rock, Lowell, PHC Acquisition and Professional Reliable are collectively

referred to as Borrowers ; Holdings is referred to as the Guarantor ; and Borrowers and the Guarantor are collectively referred to herein as the Credit Parties ).

W I T N E S S E T H:

WHEREAS, Agent, Lenders, Borrowers and the Guarantor are parties to that certain Loan and Security Agreement, dated as of November 2,

2009 (as amended, restated, supplemented or otherwise modified from time to time, the Loan Agreement ), pursuant to which, subject to the terms and conditions of the Loan Agreement, the Lenders agreed to make available to the

Borrowers Revolving Loans in the maximum aggregate principal amount of $50,000,000;

WHEREAS, Borrowers have requested that

Lenders increase the maximum aggregate principal amount of Revolving Loans available to the Borrowers under the Loan Agreement by $5,000,000, and Agent and Lenders are willing to do so subject to the terms and conditions of this Amendment; and

WHEREAS, this Amendment shall constitute a Loan Document and these Recitals shall be construed as part of this Amendment.

NOW, THEREFORE, for and in consideration of the premises and mutual agreements herein

contained and for the purposes of setting forth the terms and conditions of this Amendment, the parties, intending to be bound, hereby agree as follows:

Section 1. Incorporation of the Loan Agreement. All capitalized terms which are not defined herein shall have the same meanings as set forth in the Loan Agreement, and

the Loan Agreement, to the extent not inconsistent with this Amendment, is incorporated herein by this reference as though the same were set forth in its entirety. Except as specifically set forth herein, the Loan Agreement shall remain in full

force and effect and its provisions shall be binding on the parties hereto.

Section 2. Consent. Notwithstanding the provisions of Section 13.10 of the Loan Agreement, the Agent and the Lenders hereby consent to the amendment of the Dividend Note as evidenced by

(a) that certain Amended and Restated Unsecured 10% Junior Subordinated Promissory Note dated as of March 18, 2010 by and between Holdings and Eos Capital Partners III, L.P. in the original principal amount of $6,074,493.24 and

(b) that certain Amended and Restated Unsecured 10% Junior Subordinated Promissory Note dated as of March 18, 2010 by and between Holdings and Eos Partners SBIC III, L.P. in the original principal amount of $1,744,265.26.

Section 3. Amendment of the Loan Agreement. The Credit Parties, Agent and Lenders hereby agree to

amend the Loan Agreement as of the date hereof as follows:

(a) Section 2.01 (Revolving

Loans). The first paragraph of Section 2.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

Subject to the terms and conditions of this Agreement, during the Term, each Lender, severally and not jointly, agrees to make its Pro Rata Share of revolving loans and advances (the

Revolving Loans ) requested by Borrower Representative up to such Lender s Revolving Loan Commitment so long as after giving effect to such Revolving Loans, the sum of the aggregate unpaid principal balance of the Revolving

Loans and the Letter of Credit Obligations does not exceed the Borrowing Base; provided, that the Borrowing Base shall in no event exceed Fifty-Five Million and No/100 Dollars ($55,000,000.00) (the Maximum Revolving Loan

Limit ) except as such amount may be increased or, following the occurrence of an Event of Default, decreased by Requisite Lenders, in Requisite Lenders sole discretion.

(b) Section 12.14 (Certain Current Liens). A new Section 12.14 is hereby added to the

Loan Agreement immediately following Section 12.13 thereof to read as follows:

12.14 Certain Current

Liens. Pursuant to that certain Post-Closing Agreement, dated as of November 2, 2009 (the Post-Closing Agreement ), between the Borrowers and the Agent, the Loan Parties have been diligently pursuing evidence of release by

the Marion County Recorder in respect of each of the following tax liens currently of record with the Marion County Recorder: (a) state tax lien filed as instrument number A06005480661 on

August 15, 2006 with the Marion County Recorder in the amount of $26.41; (b) state tax lien filed as instrument number 7260823 on April 3, 2009 with the Marion County Recorder in the amount of $12,467.51; (c) state tax lien filed

as instrument number 7260913 on April 3, 2009 with the Marion County Recorder in the amount of $1,873.80; and (d) state tax lien filed as instrument number 7431777 on September 14, 2009 with the Marion County Recorder in the amount of

$6,683.83 (collectively, the Current State Tax Liens ). Effective as of the First Amendment Effective Date, Agent and Lenders hereby waive the Borrower s delivery requirement under the Post-Closing Agreement of providing to

Agent evidence of the release of each of the Current State Tax Liens (the Release Requirement ); provided that, the Agent and the Lenders reserve their right (at any time and from time to time following the First Amendment

Effective Date) to implement reserves to be withheld from the Borrowing Base calculation in an amount equal to the aggregate amount of obligations in respect of the Current State Tax Liens outstanding and/or unpaid, until the date that the Borrowers

deliver to Agent evidence (in form and substance acceptable to Agent) of the release by the Marion County Recorder of each of the Current State Tax Liens. The foregoing waiver of the Release Requirement is expressly limited to the specific

requirement stated herein and shall not affect any breach of any of the provisions of this Agreement for any other requirement, and shall not be deemed or otherwise construed to constitute a waiver of any Default or Event of Default arising out of

any other failure of the Loan Parties or any one or more of them to comply with any of the terms of this Agreement.

(c) Section 13.02 (Indebtedness). Section 13.02 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

13.02 Indebtedness. No Credit Party shall, nor shall it permit any Subsidiary to, create, incur, commit

to incur, assume or become obligated (directly or indirectly) for any Indebtedness other than the Loans and other Liabilities, except that it may (a) after the Closing Date, borrow money from or provide seller financing to a Person other than

Agent and Lenders on an unsecured and subordinated basis if a Subordination Agreement in favor of Agent and Lenders and in form and substance reasonably satisfactory to Agent is executed and delivered to Agent relative thereto; (b) maintain the

Earnout Liabilities; (c) maintain the Seller Notes; (d) maintain its present Indebtedness as listed on Schedule 11.14 to the Disclosure Statement (and renewals and refinancings thereof

which do not increase the principal amount thereof as of the Closing Date and are otherwise on substantially the same terms and conditions); (e) incur unsecured Indebtedness to trade

creditors in the ordinary course of business; (f) incur purchase money Indebtedness or Capital Lease Obligations, in each case, in connection with Capital Expenditures permitted pursuant to Section 14.03 hereof and any refinancings

thereof; provided that (x) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, and (y) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance

outstanding thereon at the time of such financing; (g) incur unsecured Indebtedness under the Dividend Note; (h) incur Contingent Liabilities permitted pursuant to Section 13.01 above; (i) incur Indebtedness owing to any

other Credit Party; (j) incur unsecured Indebtedness in the ordinary course of business with a maturity date no later than twelve (12) months after the date of incurrence, the proceeds of which are applied to finance the payment of

insurance premiums with respect to workers compensation insurance, automobile insurance and liability insurance; and (k) incur Indebtedness consisting of the obligation of any Credit Party to reimburse an insurer for any payment made by

such insurer in respect of a workers compensation claim with respect to any employee of any Credit Party.

shall any Borrower make any Subordinated Debt Payment in respect of the Subordinated Debt or otherwise, Earnout Liabilities payment or any Management Fee payment (if any),

(i) unless after giving effect to any such Subordinated Debt Payment, Earnout Liabilities payment or Management Fee payment and on the date of such payment (other than payments in

respect of the Eos Subordinated Debt) (A) no Default or Event of Default shall have occurred prior to, or would occur as a result of, any such payment, and, (B) the Credit Parties shall be in pro forma compliance with the financial

covenants contained in Article 14 after giving effect to the proposed payment;

respect to regularly scheduled interest payments in respect of the Eos Subordinated Debt, unless after giving effect to any such Subordinated Debt Payment and on the date of such payment (A) no Default or Event of Default shall have occurred

prior to, or would occur as a result of, any such payment, and, (B) the Credit Parties shall be in pro forma compliance with the financial covenants contained in Article 14 after giving effect to the proposed payment;

(iii) with respect to regularly scheduled principal payments in

respect of the Eos Subordinated Debt, unless after giving effect to any such Subordinated Debt Payment and on the date of such Subordinated Debt Payment (A) no Default or Event of Default shall have occurred prior to, or would occur as a result

of, any such payment, (B) the Credit Parties shall be in pro forma compliance with the financial covenants contained in Sections 14.02 and 14.03 after giving effect to the proposed payment, (C) the Credit Parties shall

be in pro forma compliance with the Fixed Charge Coverage financial covenant set forth in Section 14.01 hereof as if such ratio were set at 1.2: 1.0 computed as of the most recent fiscal quarter end for which the Credit Parties have

delivered financial statements pursuant to Section 9.03(a) or 9.03(b), and (D) Borrowers shall have Excess Availability of at least Four Million and No/100 Dollars ($4,000,000.00) after giving effect to the proposed payment;

(iv) with respect to optional prepayments of all or any portion of the principal amount, together

with interest to the date of such prepayment on the principal amount so prepaid, in each case in respect of the Eos Subordinated Debt, unless after giving effect to any such Subordinated Debt Payment and on the date of such Subordinated Debt Payment

(A) no Default or Event of Default shall have occurred prior to, or would occur as a result of, any such prepayment, (B) the Credit Parties shall be in pro forma compliance with the financial covenant contained in Section 14.03

after giving effect to the proposed prepayment, (C) the Credit Parties shall be in pro forma compliance with the Fixed Charge Coverage financial covenant set forth in Section 14.01 hereof as if such ratio were set at 1.2: 1.0

computed as of the most recent fiscal quarter end for which the Credit Parties have delivered financial statements pursuant to Section 9.03(a) or 9.03(b), (D) Borrowers shall have Excess Availability of at least Four Million

and No/100 Dollars ($4,000,000.00) after giving effect to the proposed prepayment and (E) the Credit Parties shall be in pro forma compliance with the Senior Debt Leverage financial covenant set forth in Section 14.02 hereof as if

such ratio were set at 1.5: 1.0 computed as of the most recent fiscal quarter end for which the Credit Parties have delivered financial statements pursuant to Section 9.03(a) or 9.03(b).

Compliance with the foregoing requirements to make any Subordinated Debt Payment must be reflected by the delivery to Agent of a Compliance

Certificate and monthly financial statements as described in Section 9.03 of this Agreement.

(d) Section 14.02 (Senior Debt

Leverage). Section 14.02 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

14.02 Senior Debt Leverage. The Credit Parties shall not permit the ratio of Senior Indebtedness, as of the date of calculation, to Adjusted EBITDA, on a consolidated basis, as of the last

day of each period set forth below to exceed the ratio set forth below for the corresponding period set forth below, tested for each twelve (12) month period ending on the last day of each fiscal quarter:

(e) Revolving Loan Commitment Set Forth on the Signature Page to the Loan Agreement. The maximum amount of the Revolving Loan Commitment set forth on the signature

page attached hereto is hereby incorporated into the Loan Agreement effective as of the First Amendment Effective Date.

(f) Annex I (Defined Terms). The following new definitions of First Amendment and First Amendment Effective Date shall be added to

Annex I of the Loan Agreement in the appropriate alphabetical order to read as follows:

Amendment shall mean that certain Consent and Amendment No. 1 to Loan and Security Agreement dated as of the First Amendment Effective Date by and among the Borrowers, the other Credit Parties, Agent, for the benefit of itself and the

other Lenders, and Lenders.

First Amendment Effective Date shall mean March 18, 2010.

(g) Annex I (Defined Terms). The following definitions of

Applicable Advance Multiple , Dividend Note , Maximum Loan Limit and Revolving Loan Commitment in Annex I of the Loan Agreement shall be amended and restated in their

entirety to read as follows:

Applicable Advance Multiple shall mean (i) from the Closing Date through

December 31, 2009, 2.75 to 1.0 and (ii) for each date of determination thereafter, the maximum permitted ratio of Senior Indebtedness to Adjusted EBITDA, expressed as the quotient of

such ratio, for the most recently specified test date set forth in Section 14.02 as of or prior to such date of determination; provided that, in no event shall the Applicable

Advance Multiple exceed 3.00 to 1.0.

Dividend Note shall mean the amended and restated 10% junior