Exhibit 10.1


 


THIRD AMENDMENT
TO credit agreement


 


THIS THIRD AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of March 1, 2015, by and among BIOSCRIP,
INC., a Delaware corporation (the “Borrower”), each of the Subsidiaries of the Borrower identified on the signature
pages hereto as a “Guarantor” (each, a “Guarantor” and, collectively, the “Guarantors”;
the Borrower and the Guarantors, each, a “Loan Party” and, collectively, the “Loan Parties”),
the Lenders party hereto, and SUNTRUST BANK, in its capacity as administrative agent for itself and the Lenders (the “Administrative
Agent”).


 


WITNESSETH :


 


WHEREAS, the Borrower,
the banks and other financial institutions and lenders party thereto (collectively, the “Lenders”), and the
Administrative Agent have executed and delivered that certain Credit Agreement dated as of July 31, 2013 (as amended by that certain
First Amendment to Credit Agreement dated as of December 23, 2013 and that certain Second Amendment to Credit Agreement dated as
of January 31, 2014, and as the same may be further amended, restated, supplemented, or otherwise modified from time to time, the
“Credit Agreement”); and


 


WHEREAS, the Borrower
has requested that the Administrative Agent and the Lenders agree to amend certain provisions of the Credit Agreement as set forth
herein, and the Administrative Agent and the Lenders party hereto have agreed to such amendments, in each case, subject to the
terms and conditions set forth below.


 


NOW, THEREFORE, for
and in consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, the parties hereto hereby covenant and agree as follows:


 


SECTION 1.  
Definitions. Unless otherwise specifically defined herein, each term used herein (and in the recitals above) which
is defined in the Credit Agreement (as amended hereby) shall have the meaning assigned to such term in the Credit Agreement (as
amended hereby). Each reference to “hereof,” “hereunder,” “herein,” and “hereby”
and each other similar reference and each reference to “the Agreement” and each other similar reference contained in
the Credit Agreement shall from and after the date hereof refer to the Credit Agreement as amended hereby.


 


SECTION 2.  
Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:


 


(a)            
Section 1.1 of the Credit Agreement is hereby amended by adding the following new defined terms thereto in appropriate
alphabetical order:


 


“Alternate
Leverage Test Conditions” shall have the meaning set forth in Article VI.


 


“Third Amendment” shall
mean that certain Third Amendment to Credit Agreement dated as of March 1, 2015, by and among the Borrower, the Guarantors, the
Administrative Agent, and the Required Revolving Lenders.


 






    	 



    	 



    

 


“Third Amendment Effective Date”
shall mean the effective date of the Third Amendment.


 


(b)           
Article VI of the Credit Agreement is hereby amended and restated so that it reads in its entirety as follows:


 


ARTICLE
VI


 


CONSOLIDATED
FIRST LIEN NET LEVERAGE RATIO COVENANT


 


The Borrower covenants and agrees that
so long as any Lender has a Commitment hereunder or any Obligation remains unpaid or outstanding (other than Hedging Obligations
owed by any Loan Party to any Lender-Related Hedge Provider, Bank Product Obligations and indemnities and other contingent obligations
not then due and payable and as to which no claim has been made), except with the written consent of the Required Revolving Lenders,
solely with respect to the Revolving Loans and solely to the extent that a Revolver Covenant Triggering Event (as defined below)
has occurred:


 


(a)The Borrower shall not permit
the Consolidated First Lien Net Leverage Ratio as of the last day of any Fiscal Quarter (commencing with the Fiscal Quarter ending
September 30, 2013), for the period of four (4) consecutive Fiscal Quarters ending on such date, to be greater than the ratio set
forth below opposite such Fiscal Quarter (the “Original Leverage Test”):


 


	
        Fiscal Quarter Ending 

         
	
        Consolidated First Lien Net Leverage Ratio

         

	
        September 30, 2013 through and including March 31, 2014

         
	6.25:1.00
	
        June 30, 2014

         
	6.00:1.00
	
        September 30, 2014

         
	5.75:1.00
	December 31, 2014, and March 31, 2015	5.50:1.00
	
         

        June 30, 2015
	
         

        5.25:1.00

	
         

        September 30, 2015, and December 31, 2015
	
         

        5.00:1.00

	
         

        March 31, 2016, through and including September 30,
        2016

         
	
         

        4.50:1.00

	December 31, 2016, and continuing thereafter	4.00:1.00


 






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(b)Notwithstanding the foregoing
clause (a), solely with respect to any Fiscal Quarter during the period commencing with the Fiscal Quarter ending March 31, 2015
through and including the Fiscal Quarter ending March 31, 2016, in lieu of complying with the Original Leverage Test in clause
(a) above, to the extent that the Borrower shall have satisfied the Alternate Leverage Test Conditions (as defined below) at all
times during such Fiscal Quarter, the Borrower shall be in compliance with this Article VI so long as it does not permit
the Consolidated First Lien Net Leverage Ratio as of the last day of any such Fiscal Quarter, for the period of four (4) consecutive
Fiscal Quarters ending on such date, to be greater than the ratio set forth below opposite such Fiscal Quarter (the “Alternate
Leverage Test”):


 


	
        Fiscal Quarter Ending

         
	
        Consolidated First Lien Net Leverage Ratio

         

	
        March 31, 2015

         
	7.25:1.00
	
        June 30, 2015

         
	7.25:1.00
	
        September 30, 2015

         
	7.25:1.00
	
        December 31, 2015

         
	7.25:1.00
	March 31, 2016	7.25:1.00


 


(c)For purposes of this Article
VI, “Alternate Leverage Test Conditions” shall mean:


 


(i) the Borrower
shall have maintained with respect to each Fiscal Quarter ending after the Third Amendment Effective Date through and including
March 31, 2016, at all times during each such Fiscal Quarter, Liquidity of at least $10,000,000, and the Borrower shall have included
a certification of the foregoing in the Compliance Certificate delivered by the Borrower hereunder for such Fiscal Quarter;


 


(ii) the Borrower shall have delivered to the Administrative Agent (for distribution to the Revolving Credit Lenders) 13-week
cash flow statements within five (5) Business Days of the last day of each calendar week during the Fiscal Quarter for which
the Consolidated First Net Leverage Ratio is being tested, provided that for the Fiscal Quarter ending March 31, 2015, Borrower
shall have delivered such 13-week cash flow statements commencing on March 2, 2015 through and including the end of such Fiscal
Quarter; and


 






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(iii) in the event
that the Administrative Agent elects to engage a consultant (whether or not a Default or Event of Default exists) at any time during
the Fiscal Quarter for which the Consolidated First Lien Net Leverage Ratio is being tested, (A) the Borrower shall have agreed
to, and shall have caused each other Loan Party to agree to, subject to terms and conditions acceptable to the Administrative Agent,
(x) reimburse the Administrative Agent for all costs and expenses related to the engagement of such consultant, (y) cooperate with
the consultant in connection with such engagement (including providing information promptly and holding periodic calls with the
consultant, in each case upon the request of Administrative Agent), and (z) provide access to the consultant from time to time
upon the reasonable request of either the consultant or the Administrative Agent, and (B) the Borrower shall have, and shall have
caused each Loan Party to, comply with the terms and conditions of the foregoing agreements at all times during such Fiscal Quarter.


 


(d)Notwithstanding the foregoing,
the financial covenant set forth in this Article VI (including the Original Leverage Test or the Alternate Leverage Test,
as applicable) shall be tested and the Borrower shall be required to comply with this Article VI solely to the extent that,
(i) as of the last day of any Fiscal Quarter ending on or before March 31, 2015, the aggregate outstanding principal amount of
Revolving Loans and Swingline Loans exceeds 25% of the Aggregate Revolving Commitment Amount in effect on such date or (ii) as
of the last day of any Fiscal Quarter ending on or after June 30, 2015, the aggregate outstanding principal amount of Revolving
Loans and Swingline Loans exceeds 5% of the Aggregate Revolving Commitment Amount in effect on such date (each a “Revolver
Covenant Triggering Event”).


 


SECTION 3.  
Representations and Warranties. Each Loan Party hereby represents and warrants to the Administrative Agent and the
Lenders as follows:


 


(a)            
Both immediately before and immediately after giving effect to this Amendment, all representations and warranties of each
Loan Party set forth in the Loan Documents are true and correct in all material respects (other than those representations and
warranties (i) that are expressly qualified by a Material Adverse Effect or other materiality, in which case such representations
and warranties are true and correct in all respects or (ii) that expressly relate to an earlier date, in which case such representations
and warranties are true and correct in all material respect as of such earlier date).


 


(b)           
No Default or Event of Default has occurred and is continuing or would result from giving effect to the terms hereof.


 


(c)            
The execution, delivery and performance by each Loan Party of this Amendment are within such Loan Party’s organizational
powers and have been duly authorized by all necessary organizational and, if required, shareholder, partner or member action.


 


(d)           
This Amendment has been duly executed and delivered by each Loan Party and constitutes valid and binding obligations of
such Loan Party, enforceable against it in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general principles
of equity.


 






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SECTION 4.  
Conditions Precedent. This Amendment shall become effective only upon satisfaction of the following conditions precedent:


 


(a)            
the execution and delivery of this Amendment by each Loan Party, the Administrative Agent and each of the Required Revolving
Lenders;


 


(b)           
 in accordance
with that certain Fee Letter dated as of February 27, 2015 executed by the Administrative Agent and accepted by the Borrower
 (the “Fee Letter”), the Borrower shall have paid to SunTrust Robinson Humphrey, Inc., for the account of each
of the Revolving Credit Lenders party hereto, an amendment fee equal to 0.75% of the Revolving Commitment of such Revolving
Credit Lender outstanding on the date hereof;


 


(c)           
  the Borrower shall have paid to the Administrative Agent all other fees required to be paid by the Borrower under the
Fee letter; and


 


(d)            
the Borrowers shall have paid all other costs, fees, and expenses owed by the Borrower to the Administrative Agent, including,
without limitation, reasonable attorneys’ fees and expenses.


 


The conditions precedent set forth in clauses (b) through (d) above shall be deemed satisfied upon the Borrower (i) delivering
an irrevocable notice of borrowing requesting that Revolving Loans be made on or before 5:00p.m. (EST), March 2, 2015, in
an amount sufficient to satisfy all fees, costs, and expenses set forth in clauses (b) through (d) and (ii) irrevocably instructing
the Administrative Agent to pay such fees, costs and expenses on behalf of the Borrower with the proceeds of such Revolving
Loans and with such payment to be made on or before 5:00p.m. (EST), March 2, 2015.


 


SECTION 5.  
Release of Claims. The Loan Parties hereby acknowledge and agree that, through the date hereof, each of the Administrative
Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships
with the Loan Parties in connection with the Obligations, the Credit Agreement, and the other Loan Documents, and the Loan Parties
hereby waive and release any claims to the contrary. The Loan Parties hereby release, acquit and forever discharge the Administrative
Agent and each of the Lenders, their respective Affiliates, and their respective officers, directors, employees, agents, attorneys,
advisors, successors and assigns, both present and former, from any and all claims and defenses, known or unknown as of the date
hereof, with respect to the Obligations, this Amendment, the Credit Agreement, the other Loan Documents and the transactions contemplated
hereby and thereby.


 


SECTION 6.  
Miscellaneous Terms.


 


(a)            
Loan Document. For avoidance of doubt, the Borrower, the Lenders party hereto, and the Administrative Agent hereby
acknowledge and agree that this Amendment is a Loan Document.


 


(b)           
Effect of Amendment. Except as set forth expressly hereinabove, all terms of the Credit Agreement and the other Loan
Documents shall be and remain in full force and effect, and shall constitute the legal and binding obligation of the Borrower,
enforceable against such Borrower Party in accordance with their respective terms. Except to the extent otherwise expressly set
forth herein, the amendments set forth herein shall have prospective application only from and after the date of this Amendment.


 


(c)            
No Novation or Mutual Departure. The Loan Parties expressly acknowledge and agree that (i) there has not been, and
this Amendment does not constitute or establish, a novation with respect to the Credit Agreement or any of the other Loan Documents,
or a mutual departure from the strict terms, provisions, and conditions thereof, other than with respect to the amendments contained
in Section 2 above and (ii) nothing in this Amendment shall affect or limit the Administrative Agent’s or any Lender’s
right to demand payment of liabilities owing from any Loan Party to the Administrative Agent or any Lender under, or to demand
strict performance of the terms, provisions, and conditions of, the Credit Agreement and the other Loan Documents, to exercise
any and all rights, powers, and remedies under the Credit Agreement or the other Loan Documents or at law or in equity, or to do
any and all of the foregoing, immediately at any time after the occurrence of a Default or an Event of Default under the Credit
Agreement or the other Loan Documents.


 






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(d)           
Ratification. The Borrower hereby restates, ratifies, and reaffirms each and every term, covenant, and condition
set forth in the Credit Agreement and the other Loan Documents to which it is a party (as such terms, covenants, and conditions
are amended by Section 2 above) effective as of the date hereof.


 


(e)            
No Offset. To induce the Administrative Agent and the Lenders to enter into this Amendment and to continue to make
advances pursuant to the Credit Agreement (subject to the terms and conditions thereof), each Loan Party hereby acknowledges and
agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists no right of offset, defense, counterclaim,
claim, or objection in favor of any Loan Party or arising out of or with respect to any of the Loans or other obligations of any
Loan Party owed to the Administrative Agent or any Lender under the Credit Agreement or any other Loan Document.


 


(f)            
Counterparts. This Amendment may be executed in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken
together, shall constitute but one and the same instrument.


 


(g)           
Fax or Other Transmission. Delivery by one or more parties hereto of an executed counterpart of this Amendment via
facsimile, telecopy, or other electronic method of transmission pursuant to which the signature of such party can be seen (including,
without limitation, Adobe Corporation’s Portable Document Format) shall have the same force and effect as the delivery of
an original executed counterpart of this Amendment. Any party delivering an executed counterpart of this Amendment by facsimile
or other electronic method of transmission shall also deliver an original executed counterpart, but the failure to do so shall
not affect the validity, enforceability, or binding effect of this Amendment.


 


(h)            
Recitals Incorporated Herein. The preamble and the recitals to this Amendment are hereby incorporated herein by this
reference.


 


(i)             
Section References. Section titles and references used in this Amendment shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreements among the parties hereto evidenced hereby.


 


(j)             
Further Assurances. The Borrower agrees to take, at the Borrower’s expense, such further actions as the Administrative
Agent shall reasonably request from time to time to evidence the amendments set forth herein and the transactions contemplated
hereby.


 


(k)             
Governing Law. This Amendment shall be governed by and construed and interpreted in accordance with the internal
laws of the State of New York but excluding any principles of conflicts of law or other rule of law that would cause the application
of the law of any jurisdiction other than the laws of the State of New York.


 






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(l)             
Severability. Any provision of this Amendment which is prohibited or unenforceable shall be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


(m)         
Reaffirmation of Guarantors. Each Guarantor (i) consents to the execution and delivery of this Amendment, (ii) reaffirms
all of its obligations and covenants under the Guaranty and Security Agreement and the other Loan Documents to which it is a party,
and (iii) agrees that none of its respective obligations and covenants shall be reduced or limited by the execution and delivery
of this Amendment.


 


[SIGNATURES ON FOLLOWING PAGES]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year
first above written.


 


	 	BIOSCRIP, INC., 
	 	as the Borrower
	 	 	 
	 	By:  	/s/ Kimberlee C. Seah
	 	 	Name:  Kimberlee C. Seah
	 	 	Title: Sr. Vice President, Secretary & General Counsel


 



    	 



    	 



    

 





	 	APPLIED HEALTH CARE, LLC,
	 	BIOSCRIP INFUSION MANAGEMENT, LLC,
	 	BIOSCRIP INFUSION SERVICES, INC.,
	 	BIOSCRIP INFUSION SERVICES, LLC,
	 	BIOSCRIP MEDICAL SUPPLY SERVICES, LLC,
	 	BIOSCRIP NURSING SERVICES, LLC,
	 	BIOSCRIP PBM SERVICES, LLC,
	 	BIOSCRIP PHARMACY (NY), INC.,
	 	BIOSCRIP PHARMACY (PUERTO RICO), INC.,
	 	BIOSCRIP PHARMACY SERVICES, INC.
	 	BIOSCRIP PHARMACY, INC.,
	 	BRADHURST SPECIALTY PHARMACY, INC.,
	 	CEDAR CREEK HOME HEALTH CARE AGENCY, LLC,
	 	CHRONIMED, LLC,
	 	CHS HOLDINGS, INC.,
	 	CRITICAL HOMECARE SOLUTIONS, INC.,
	 	DEACONESS ENTERPRISES, LLC,
	 	DEACONESS HOMECARE, LLC,
	 	EAST GOSHEN PHARMACY, INC.,
	 	ELK VALLEY HEALTH SERVICES, LLC,
	 	ELK VALLEY HOME HEALTH CARE AGENCY, LLC,
	 	ELK VALLEY PROFESSIONAL AFFILIATES, INC.,
	 	GERICARE, LLC,
	 	HOMECHOICE PARTNERS, INC.,
	 	INFUCENTERS, LLC,
	 	INFUSAL PARTNERS,
	 	INFUSCIENCE HHA, LLC,
	 	INFUSCIENCE, INC.,
	 	INFUSCIENCE SOUTH CAROLINA, LLC,
	 	INFUSCIENCE SUB, INC.,
	 	INFUSION PARTNERS, LLC,
	 	INFUSION PARTNERS OF BRUNSWICK, LLC, and
	 	INFUSION PARTNERS OF MELBOURNE, LLC,
	 	each, as a Guarantor
	 	 	 
	 	By:   	/s/ Kimberlee C. Seah
	 	 	Name:  Kimberlee C. Seah
	 	 	Title: Sr. Vice President, Secretary & General Counsel


  




    	 



    	 



    

 


	 	INFUSION SOLUTIONS, INC.,
	 	INFUSION THERAPY SPECIALISTS, INC.,
	 	KNOXVILLE HOME THERAPIES, LLC,
	 	NATIONAL HEALTH INFUSION, INC.,
	 	NATURAL LIVING, INC.,
	 	NEW ENGLAND HOME THERAPIES, INC.,
	 	NUTRI USA INC.,
	 	OPTION HEALTH, LTD.,
	 	PHCS ACQUISITION CO, INC.,
	 	PROFESSIONAL HOME CARE SERVICES, INC.,
	 	REGIONAL AMBULATORY DIAGNOSTICS, INC.,
	 	SCOTT-WILSON, INC.,
	 	SOUTH MISSISSIPPI HOME HEALTH, INC.,
	 	SOUTH MISSISSIPPI HOME HEALTH, INC. - REGION I,
	 	SOUTH MISSISSIPPI HOME HEALTH, INC. – REGION II,
	 	SOUTH MISSISSIPPI HOME HEALTH, INC. – REGION III,
	 	SPECIALTY PHARMA, INC., and
	 	WILCOX MEDICAL, INC.,
	 	each, as a Guarantor
	 	 	 
	 	By:  	/s/ Kimberlee C. Seah
	 	 	Name: Kimberlee C. Seah
	 	 	Title: Sr. Vice President, Secretary & General Counsel


  




    	 



    	 



    

 


	 	SUNTRUST BANK,
	 	as Administrative Agent and a Lender
	 	 	 
	 	By:  	/s/ Katherine Bass
	 	 	Name: Katherine Bass
	 	 	Title:  Director


 




    	 



    	 



    

 


	 	SUNTRUST BANK,
	 	as Administrative Agent, for itself and with the consent of the Required Revolving Lenders
	 	 	 
	 	By:  	/s/ Katherine Bass
	 	 	Name: Katherine Bass
	 	 	Title:  Director


 




    	 



    	 



    

 


	 	JEFFERIES FINANCE LLC,
	 	as a Lender
	 	 	
	 	By:  	/s/ Brian Buoye
	 	 	Name: Brian Buoye
	 	 	Title: Managing Director





 





		JFIN REVOLVER CLO LTD., 

    as a Lender
	 	 
	 	By:	 Jefferies Finance LLC, as Portfolio Manager
	 	 	 
	 	By:  	/s/ Brian Buoye
	 	 	Name: Brian Buoye
	 	 	Title: Managing Director
	 	 	 






 




    	 



    	 



    

 


	 	MORGAN STANLEY BANK, N.A.,
	 	as a Lender
	 	 	 
	 	By:  	/s/ Nehal Abdel Hakim
	 	 	Name: Nehal Abdel Hakim
	 	 	Title: Authorized Signatory