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Execution Version SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT Among ADDUS HEALTHCARE, INC. , an Illinois corporation, ADDUS HEALTHCARE (IDAHO), INC. , a Delaware corporation, ADDUS HEALTHCARE (INDIANA), INC

Tuesday, November 10, 2015 10 min read
Key Takeaway: AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT ADDUS HEALTHCARE, INC., an Illinois corporation, ADDUS HEALTHCARE (IDAHO), INC., a Delaware corporation, ADDUS HEALTHCARE (INDIANA), INC., a Delaware corporation, ADDUS HEALTHCARE (NEVADA), INC., a Delaware corporation, ADDU

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AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
ADDUS HEALTHCARE, INC., an Illinois corporation,
ADDUS HEALTHCARE (IDAHO), INC., a Delaware corporation,
ADDUS HEALTHCARE (INDIANA), INC., a Delaware corporation,
ADDUS HEALTHCARE (NEVADA), INC., a Delaware corporation,
ADDUS HEALTHCARE (NEW JERSEY), INC., a Delaware corporation,
ADDUS HEALTHCARE (NORTH CAROLINA), INC., a Delaware corporation,
BENEFITS ASSURANCE CO., INC., a Delaware corporation,
PHC ACQUISITION CORPORATION, a California corporation,
PROFESSIONAL RELIABLE NURSING SERVICE, INC., a California corporation,
ADDUS HEALTHCARE (SOUTH CAROLINA), INC., a Delaware corporation,
ADDUS HEALTHCARE (DELAWARE), INC., a Delaware corporation,
CURA PARTNERS, LLC, a Tennessee limited liability company,
PRIORITY HOME HEALTH CARE, INC., an Ohio corporation,
and any other Person that becomes a Borrower hereunder,
CORPORATION, a Delaware corporation,
the other Credit Parties
an Ohio banking corporation,
Agent and L/C Issuer
Dated as of NOVEMBER 10, 2015
as Sole Lead Arranger and Sole Bookrunner
as Syndication Agent
Page
SECTION 1 DEFINITIONS; INTERPRETATION 2
Section 1.1 Definitions 2
Section 1.2 Interpretation 38
Section 1.3 Change in Accounting Principles 39
Section 1.4 Outstanding Indebtedness 40
SECTION 2 THE CREDIT FACILITIES 40
Section 2.1 Draw Term Loan Commitment 40
Section 2.2 Revolving Credit Commitments 41
Section 2.3 Letters of Credit 41
Section 2.4 Applicable Interest Rates 45
Section 2.5 Manner of Borrowing Loans and Designating Applicable Interest Rates; Funding 46
Section 2.6 Minimum Borrowing Amounts; Maximum Eurodollar Loans 48
Section 2.7 Maturity of Loans 49
Section 2.8 Prepayments 49
Section 2.9 Place and Application of Payments 51
Section 2.10 Commitment Terminations 53
Section 2.11 Swing Loans 53
Section 2.12 Evidence of Indebtedness 55
Section 2.13 Fees 55
Section 2.14 Account Debit 57
Section 2.15 Collections; Controlled Disbursement Accounts 57
Section 2.16 Uncommitted Facilities Increase 59
SECTION 3 CONDITIONS PRECEDENT 61
Section 3.1 All Credit Events 61
Section 3.2 Conditions to Amendment and Restatement 62
SECTION 4 THE COLLATERAL, GUARANTIES 65
Section 4.1 Collateral 65
Section 4.2 Liens on Real Property; Collateral Access Agreements 66
Section 4.3 Guaranties 67
Section 4.4 Further Assurances 67
SECTION 5 REPRESENTATIONS AND WARRANTIES 68
Section 5.1 Organization and Qualification 68
Section 5.2 Authority and Enforceability 68
Section 5.3 Financial Reports 68
Section 5.4 No Material Adverse Change 69
Section 5.5 Litigation and Other Controversies 69
Page
Section 5.6 True and Complete Disclosure 69
Section 5.7 Use of Proceeds; Margin Stock 69
Section 5.8 Taxes 69
Section 5.9 ERISA 70
Section 5.10 Subsidiaries 71
Section 5.11 Compliance with Laws 71
Section 5.12 Environmental Matters 71
Section 5.13 Investment Company 71
Section 5.14 Intellectual Property 71
Section 5.15 Good Title 72
Section 5.16 Labor Relations 72
Section 5.17 Capitalization 72
Section 5.18 Other Agreements 72
Section 5.19 Governmental Authority and Licensing 72
Section 5.20 Approvals 72
Section 5.21 Affiliate Transactions 73
Section 5.22 Solvency 73
Section 5.23 No Broker Fees 73
Section 5.24 PATRIOT Act; Foreign Corrupt Practices Act 73
Section 5.25 Cura Purchase Agreement 74
Section 5.26 Security Interest in Collateral 74
Section 5.27 Common Enterprise 74
Section 5.28 Compliance With Health Care Laws 74
SECTION 6 COVENANTS 76
Section 6.1 Information Covenants 76
Section 6.2 Inspections; Books and Records 80
Section 6.3 Maintenance of Property, Insurance, Environmental Matters, etc 80
Section 6.4 Preservation of Existence 82
Section 6.5 Compliance with Laws 82
Section 6.6 ERISA 82
Section 6.7 Payment of Taxes and Other Obligations 82
Section 6.8 Transactions with Affiliates 82
Section 6.9 Sale and Leaseback Transactions 83
Section 6.10 Interest Rate Protection 83
Section 6.11 Indebtedness 83
Section 6.12 Liens 84
Section 6.13 Consolidation, Merger, Sale of Assets, etc 86
Section 6.14 Advances, Investments, Acquisitions and Loans 87
Section 6.15 Restricted Payments 88
Section 6.16 Limitation on Restrictions 89
Section 6.17 Limitation on the Creation of Subsidiaries 90
Page
Section 6.18 Material Contracts; Other Agreements 90
Section 6.19 OFAC 90
Section 6.20 Name, Fiscal Year Accounting and Organizational Documents 91
Section 6.21 Deposit Accounts and Cash Management Services 91
Section 6.22 Financial Covenants 91
Section 6.23 Negative Pledge; Limitations 93
Section 6.24 Foreign Subsidiary and Minority Interest Entity Limitations 93
Section 6.25 [Reserved] 93
Section 6.26 Certain Tax Lien Filings 93
Section 6.27 Health Care Law Matters 94
Section 6.28 HIPAA 94
SECTION 7 EVENTS OF DEFAULT AND REMEDIES 95
Section 7.1 Events of Default 95
Section 7.2 Non-Bankruptcy Defaults 97
Section 7.3 Bankruptcy Defaults 98
Section 7.4 Collateral for Undrawn Letters of Credit 98
Section 7.5 Notice of Default 99
Section 7.6 Expenses 99
SECTION 8 CHANGE IN CIRCUMSTANCES AND CONTINGENCIES 99
Section 8.1 Funding Indemnity 99
Section 8.2 Illegality 100
Section 8.3 Unavailability of Deposits or Inability to Ascertain, or Inadequacy of, LIBOR 100
Section 8.4 Increased Costs 101
Section 8.5 Taxes 102
Section 8.6 Mitigation Obligations; Replacement of Lenders 106
Section 8.7 Defaulting Lenders 107
Section 8.8 Cash Collateral 110
SECTION 9 THE AGENT 110
Section 9.1 Appointment and Authority 110
Section 9.2 Rights as a Lender 111
Section 9.3 Exculpatory Provisions 111
Section 9.4 Reliance by Agent 112
Section 9.5 Delegation of Duties 112
Section 9.6 Resignation of Agent 113
Section 9.7 Non-Reliance on Agent and Other Lenders 113
Section 9.8 No Other Duties, etc 114
Section 9.9 Agent May File Proofs of Claim 114
Section 9.10 Collateral and Guaranty Matters 115
Section 9.11 Authorization to Enter into, and Enforcement of, the Collateral Documents 115
Page
SECTION 10 MISCELLANEOUS 116
Section 10.1 [Reserved] 116
Section 10.2 No Waiver; Cumulative Remedies 116
Section 10.3 Non-Business Days 116
Section 10.4 [Reserved] 116
Section 10.5 Survival of Representations 116
Section 10.6 Survival of Indemnities 116
Section 10.7 Sharing of Set-Off 116
Section 10.8 Notices 117
Section 10.9 Counterparts 119
Section 10.10 Successors and Assigns; Assignments and Participations 119
Section 10.11 Amendments 124
Section 10.12 Headings 125
Section 10.13 Costs and Expenses; Indemnification 125
Section 10.14 Set-off 127
Section 10.15 Entire Agreement 128
Section 10.16 Governing Law 128
Section 10.17 Severability of Provisions 128
Section 10.18 Excess Interest 128
Section 10.19 Construction 129
Section 10.20 Lender s and L/C Issuer s Obligations Several 129
Section 10.21 USA PATRIOT Act 129
Section 10.22 Submission to Jurisdiction; Waiver of Jury Trial 129
Section 10.23 Treatment of Certain Information; Confidentiality 131
Section 10.24 Subordination of Intercompany Indebtedness 131
Section 10.25 Certain Disclaimer 132
Section 10.26 Prior Agreements 132
SECTION 11 GUARANTY 133
Section 11.1 Guaranty 133
Section 11.2 Guaranty of Payment 133
Section 11.3 No Discharge or Diminishment of Guaranty 134
Section 11.4 Waiver of Defenses 134
Section 11.5 Rights of Subrogation 136
Section 11.6 Reinstatement; Stay of Acceleration 136
Section 11.7 Information 136
Section 11.8 Termination 136
Section 11.9 Severability 136
Section 11.10 Contribution 137
Page
Section 11.11 Liability Cumulative 137
Section 11.12 Eligible Contract Participant 138
Section 11.13 Keepwell 138
SECTION 12 BORROWER REPRESENTATIVE 138
Section 12.1 Appointment; Nature of Relationship 138
Section 12.2 Powers 139
Section 12.3 Notices 139
Section 12.4 Successor Borrower Representative 139
Section 12.5 Execution of Loan Documents 139
Section 12.6 Reporting 139
Exhibit A Notice of Payment Request
Exhibit B Notice of Borrowing
Exhibit C Notice of Continuation/Conversion
Exhibit D-1 Term Note
Exhibit D-2 Revolving Note
Exhibit D-3 Swing Note
Exhibit E Compliance Certificate
Exhibit F Assignment and Assumption
Exhibit G Joinder Agreement
Exhibits H-1 through H-4 Tax Certificates
Exhibit I Business Associate Agreement
Schedule 1 Commitments
Schedule 2 Earnout Liabilities
SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT
This Second Amended and Restated Credit and Guaranty Agreement is entered into as of November 10, 2015, by and among, 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 ), PHC ACQUISITION CORPORATION, a California corporation ( PHC Acquisition ), PROFESSIONAL RELIABLE NURSING SERVICE, INC., a California
corporation ( Professional Reliable ), ADDUS HEALTHCARE (SOUTH CAROLINA), INC., a Delaware corporation ( Addus South Carolina ), ADDUS HEALTHCARE (DELAWARE), INC., a
Delaware corporation ( Addus Delaware ), CURA PARTNERS, LLC, a Tennessee limited liability company ( Cura ), PRIORITY HOME HEALTH CARE, INC., an Ohio corporation
( Priority Home ; Addus Healthcare, Addus Idaho, Addus Indiana, Addus Nevada, Addus New Jersey, Addus North Carolina, Benefits Assurance, PHC Acquisition, Professional Reliable, Addus South Carolina, Addus Delaware,
Cura, Priority Home and each other Person that becomes a Borrower hereunder pursuant to a Joinder Agreement are collectively referred to herein as the Borrowers and individually referred to herein, each
as a Borrower ), and ADDUS HOMECARE CORPORATION, a Delaware corporation ( Holdings ), the other Credit Parties from time to time party hereto, the various institutions from time
to time party to this Agreement, as Lenders, and FIFTH THIRD BANK, an Ohio banking corporation, as Agent and L/C Issuer.
WHEREAS, certain of the Borrowers, Holdings, certain Affiliates of the Borrowers, Fifth Third Bank, as a Lender (the
Existing Lender ), and Fifth Third Bank, as Agent and L/C Issuer, entered into that certain Amended and Restated Credit and Guaranty Agreement dated as of August 11, 2014 (as amended, restated, supplemented or otherwise
modified from time to time prior to the date hereof, the Existing Credit Agreement ), which amended and restated that certain Loan and Security Agreement, dated as of November 2, 2009 (as amended, the Original Loan
Agreement ) by and among certain of the Borrowers, Holdings, certain Affiliates of the Borrowers, Agent and the Lenders, pursuant to which Lenders made available to such Borrowers certain loans and other extensions of credit; and
WHEREAS, Borrowers, the other Credit Parties, Agent and Lenders desire to amend and restate the Existing Credit Agreement and
certain other documents executed in connection therewith, to provide for, among other things, (a) the addition of Compass Bank, Bank of the West and Franklin Synergy Bank as a Lender hereunder, (b) an extension of the maturity date
applicable to the Revolving Credit Commitment to November 10, 2020, (c) an increase in the maximum principal amount of the Revolving Credit Commitment, (d) the addition of a delayed draw term loan facility of up to $25,000,000, and
(e) the addition of an uncommitted incremental term loan facility of up to $50,000,000 pursuant to the terms hereof; and
WHEREAS, to secure Borrowers Obligations under the Loan Documents (as may be amended
and restated in connection herewith), the Credit Parties are reaffirming their prior grant to Agent, for the benefit of Agent and Lenders, of a Lien on substantially all of such Credit Parties real and/or personal property and, as set forth in
the Loan Documents, each of the Credit Parties (i) shall be Borrowers or Guarantors, as applicable, hereunder jointly and severally liable for all Loans and related Obligations, (ii) shall guaranty the Obligations of each other Credit
Party hereunder as set forth in Section 11 hereof, and (iii) shall grant to Agent, for the benefit of the Lenders, a Lien on its Collateral to secure such Obligations; and
WHEREAS, this Agreement shall become effective, and shall amend and restate the Existing Credit Agreement, upon the execution of this
Agreement by Borrowers, the other Credit Parties, Agent and the Lenders and upon the satisfaction of the conditions contained in Section 3 hereof; and from and after such effective time, (i) all references made to the Existing Credit
Agreement in the Loan Documents or in any other instrument or document executed and/or delivered pursuant thereto shall, without any further action, be deemed to refer to this Agreement and (ii) the Existing Credit Agreement shall be amended
and restated in its entirety hereby, provided, however, the obligations to repay the loans and advances arising under the Existing Credit Agreement shall continue in full force and effect and the Liens securing payment thereof shall be continuing
but shall now be governed by the terms of this Agreement and the other Loan Documents.
consideration of any Loan (including any Loan by renewal or extension) hereafter made to Borrowers by Agent and/or Lenders, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Credit
Parties, the parties agree to amend and restate the Existing Credit Agreement as follows:
DEFINITIONS; INTERPRETATION.
Section 1.1 Definitions. The following terms when used herein shall have the following meanings:
Account Debtor means an account debtor as that term is defined the UCC.
ACH is defined in Section 2.15(a) hereof.
Acquisition means any transaction or series of related transactions for the purpose of or resulting, directly or
indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of 50% of the capital stock, partnership interests, membership interests
or equity of any Person (other than a Person that is a Subsidiary), or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is a
Acquisition Diligence Deliveries shall mean, with respect to any Target, a due diligence package
including the following materials, each in form and substance reasonably satisfactory to Agent: (A) copies of the Target s two most recent annual income statements and balance sheets,
together with the audit opinions thereon, if any, of the Target s independent accountants, together with available interim financial statements, (B) if available, any asset or business
appraisals, (C) a general description of the business to be acquired, (D) a general description of the competitive position of the business to be acquired within its industry, (E) a summary of pending and known threatened litigation
adversely affecting the business or assets to be acquired, (F) a description of the method of financing such Acquisition, including sources and uses, (G) a listing of locations of all personal and real Property to be acquired, (H) a
description of any change in management of the Credit Parties and their Subsidiaries, after giving effect to such Acquisition, (I) all material agreements to be assumed or acquired, (J) if the Target owns or leases, or if the assets to be
acquired includes, any real property or if otherwise requested by Agent, environmental reports and related information regarding any such Property owned, leased or otherwise used (other than leased property used solely as office space),
(K) draft copies of all proposed Acquisition Documents and all related transaction documents for such Acquisition, together with all schedules thereto (followed by updated drafts as the same are generated and fully executed copies thereof
within five (5) Business Days after the closing of such Acquisition), (L) a pro forma consolidated and consolidating balance sheet, income statement and cash flow statement of the Credit Parties and their Subsidiaries (the
Acquisition Pro Forma ), based on most recently available financial statements, which shall be complete and shall fairly present in all material respects the assets, liabilities, financial condition and results of operations of the
Credit Parties and their Subsidiaries in accordance with GAAP consistently applied, but taking into account such Acquisition, the funding of all Loans and the incurrence or assumption of all other Indebtedness and repayment of Indebtedness in
connection therewith, and (M) a copy of all other business and financial information reasonably requested by the Agent.
Acquisition Documents shall mean all agreements, instruments and documents executed and/or delivered in connection with any
Addus Delaware shall have the meaning set forth in the preamble to this Agreement.
Addus FEA shall mean Addus FEA, Inc., an Illinois corporation.
Addus Healthcare shall have the meaning set forth in the preamble to this Agreement. For the avoidance of doubt, as of the
Second Restatement Closing Date, Addus Healthcare owns and controls one hundred percent (100%) of the outstanding capital stock of Addus FEA, Addus Idaho, Addus Indiana, Addus Nevada, Addus New Jersey, Addus North Carolina, Benefits Assurance,
PHC Acquisition, Professional Reliable, Addus Delaware, Addus South Carolina, Cura and Priority Home.
shall have the meaning set forth in the preamble to this Agreement.
Addus Indiana shall have the meaning set forth in
the preamble to this Agreement.
Addus Nevada shall have the meaning set forth in the preamble to this Agreement.
Addus New Jersey shall have the meaning set forth in the preamble to this Agreement.
Addus North Carolina shall have the meaning set forth in the preamble to this
Addus South Carolina shall have the meaning set forth in the preamble to this Agreement.
Adjusted LIBOR means, for any Borrowing of Eurodollar Loans, a rate per annum equal to the quotient of (i) LIBOR,
divided by (ii) one (1) minus the Reserve Percentage.
Administrative Questionnaire means an
Administrative Questionnaire in a form supplied by the Agent.
Affiliate means, with respect to a specified Person,
(a) another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified and (b) any officer or director of such Person. Notwithstanding the
foregoing, no portfolio company of Sponsor or its Affiliates (other than the Credit Parties and their Subsidiaries) shall be deemed an Affiliate of any Credit Party.
Agent means Fifth Third Bank, an Ohio banking corporation, in its capacity as administrative agent for itself and the other
Lenders and any successor pursuant to Section 9.6 hereof.
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Last updated: Nov 10, 2015