Exhibit 10.37


 


 


FOURTH AMENDMENT TO
CREDIT AND SECURITY AGREEMENT


 


This FOURTH
AMENDMENT TO CREDIT AND SECURITY AGREEMENT (this “Amendment”), dated
as of October 23, 2003, is by and among Option Care, Inc., a Delaware
corporation (“Option Care”) and its domestic subsidiaries party hereto
(collectively with Option Care, the “Borrowers”), the Lenders party hereto and
JPMorgan Chase Bank, as administrative and collateral agent (the “Agent”).


 


W I T N E S S E T H :


 


WHEREAS,
the Borrowers, the Lenders and the Agent are parties to that certain Credit and
Security Agreement, dated as of March 29, 2002 (the “Credit Agreement”);


 


WHEREAS,
the Borrowers have indicated that because of certain reserves and/or write-offs
of uncollectible receivables reflected in the financial results of the
Borrowers, the Borrowers will not be in compliance with the Fixed Charge
Coverage Ratio covenant set forth in Section 9.02 of the Credit Agreement
for the Fiscal Quarter ending September 30, 2003 and for any fiscal period
thereafter which includes such Fiscal Quarter;


 


WHEREAS,
the Borrowers have requested that the Agent and the Required Lenders agree to
modify the definition of Fixed Charged Coverage Ratio set forth in
Section 1.01 of the Credit Agreement;


 


WHEREAS,
the Agent and the Required Lenders have agreed to modify Section 1.01 of
the Credit Agreement on the terms and subject to the conditions provided
herein;


 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements contained
in this Amendment, the Borrowers, the Required Lenders and the Agent hereby
agree as follows:


 


1.                                       Capitalized
Terms.  Capitalized terms used
herein shall have the meanings set forth in the Credit Agreement.


 


2.                                       Amendment
to Definition of Fixed Charge Coverage Ratio.  The definition of “Fixed Charge Coverage Ratio” set forth in
Section 1.01 of the Credit Agreement is hereby amended by inserting the
following clause immediately after clause (b)(iii) of such definition:


 


“,
provided,
however, that for the Fiscal Quarter ending September 30, 2003
and for any fiscal period thereafter which includes such Fiscal Quarter, the
Borrowers shall be permitted to add to the numerator of such ratio an amount
equal to the lesser of (x) the actual amount of non-cash losses resulting from
accounts receivable reserves and/or write-offs recognized by the Borrowers
during such Fiscal Quarter with respect to certain uncollectible receivables of
the Borrowers and (y) $7,000,000.”


 


3.                                       Waiver.  The Borrowers have informed the Agent that
they wish to dissolve Home Care of Columbia, Inc. (“Home Care of Columbia”),
a Missouri corporation and subsidiary of Option Care Enterprises, Inc., a
Delaware corporation.  The Borrowers
have represented to the Agent that Home Care of Columbia (i) no longer conducts
business and (ii) does not own or hold any property or assets.  Based upon such representations, the Agent
and the Required Lenders hereby waive the provisions of Sections 8.02 and
10.01(e)(3) to the extent necessary to permit the Borrowers to dissolve Home
Care of Columbia.


 


4.                                       Effectiveness.  This Amendment shall be not deemed effective
until the Agent receives duly executed copies of this Amendment from the
Required Lenders and the Borrowers.


 


5.                                       Representations
and Warranties; Events of Default. 
Each Borrower hereby represents and warrants to the Agent and each
Lender that to such Borrower’s knowledge: 
(i) except as otherwise disclosed in the schedules attached to the
Credit Agreement, all of the representations and warranties of the Borrowers
set forth in the Credit Agreement are true and correct in all material respects
with the same force and effect as if made on and as of the date of this
Amendment; (ii) there exists no Default or Event of Default; and (iii) no
material litigation proceedings or investigations relating to any of the
Borrowers are pending.


 

















 


6.                                       Miscellaneous.


 


(a)          The
Credit Agreement, as amended by this Amendment, and each of the other Facility
Documents shall remain in full force and effect and are hereby ratified and
confirmed in all respects.  The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Agent or the Lenders under the
Facility Documents, nor constitute a waiver of any provision of the Facility
Documents except as specifically set forth herein.


 


(b)         Each
of the Borrowers hereby ratifies, affirms, acknowledges and agrees that the
Credit Agreement and the other Facility Documents represent the valid,
enforceable and collectible obligations of each Borrower, and each Borrower
further acknowledges that there are no existing claims, defenses, personal or
otherwise, or rights of setoff whatsoever with respect to the Credit Agreement
or any of the other Facility Documents. 
Each Borrower hereby agrees that this Amendment in no way acts as a
release or relinquishment of the Liens securing the Obligations, and such Liens
are hereby ratified and confirmed by each Borrower in all respects.


 


(c)          THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.


 


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IN
WITNESS WHEREOF, the parties have caused this Fourth Amendment to Credit and
Security Agreement to be executed and delivered by their proper and duly
authorized officers as of the date first above written.


 


	
   

  	
  BORROWERS

  
	
   

  	
   

  
	
   

  	
  OPTION CARE, INC.,
  a Delaware corporation,

  
	
   

  	
  OPTION CARE, INC.,
  a California corporation

  
	
   

  	
  MANAGEMENT BY
  INFORMATION, INC.

  
	
   

  	
  OPTION CARE HOME
  HEALTH OF CALIFORNIA, INC.

  
	
   

  	
  OPTION CARE OF
  OKLAHOMA, INC.

  
	
   

  	
  OPTIONET, INC.

  
	
   

  	
  HOME HEALTH OF
  OPTION CARE, INC.

  
	
   

  	
  OPTION CARE
  ENTERPRISES, INC., a Delaware corporation

  
	
   

  	
  HOME CARE OF
  COLUMBIA, INC.

  
	
   

  	
  OPTION CARE
  HOSPICE, INC.

  
	
   

  	
  OPTION CARE
  ENTERPRISES, INC., a Pennsylvania corporation

  
	
   

  	
  OPTION CARE OF
  DENVER, INC.

  
	
   

  	
  OPTION HOME HEALTH,
  INC.

  
	
   

  	
  OPTIONMED, INC.

  
	
   

  	
  EXCEL HEALTHCARE,
  L.L.C.

  
	
   

  	
  REHAB OPTIONS, INC.

  
	
   

  	
  NORTH COUNTY HOME
  I.V., INC.

  
	
   

  	
  SPRINGVILLE
  PHARMACY INFUSION

  
	
   

  	
  THERAPY, INC.

  
	
   

  	
  INFUSION
  SPECIALTIES, INC.

  
	
   

  	
  OPTION CARE OF NEW
  YORK, INC.

  
	
   

  	
  OPTION CARE ENTERPRISES
  OF NEW YORK, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard M.
  Smith

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Operating Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph P.
  Bonaccorsi

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  
					



 


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  OPTION CARE HOME HEALTH, L.L.C.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Richard M.
  Smith

  
	
   

  	
  Title:

  	
  President
  and Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Joseph P.
  Bonaccorsi

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
  By  Option
  Care Enterprises, Inc., a member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Richard M.
  Smith

  
	
   

  	
  Title:

  	
  President
  and Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Joseph P.
  Bonaccorsi

  
	
   

  	
  Title:

  	
  Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CLINICAL RESOURCE NETWORK, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Gail Adinamis

  
	
   

  	
   

  	
   Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   Name:

  	
  Joseph Bonaccorsi

  
	
   

  	
   

  	
   Title:

  	
  Secretary

  
					



 


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  AGENT AND LENDER:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE
  BANK, in its capacities as Administrative and

  Collateral Agent and Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


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  ADDITIONAL LENDERS:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LASALLE BANK
  NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


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  WEBSTER BANK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


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