Consent and First Amendment to Credit Agreement



 Exhibit 10.8(a) 
 EXECUTION COPY 
 CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT 
 CONSENT AND FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 29, 2007, 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 this Amendment, the “Credit Agreement”). 
 B. Borrower, the Loan Parties, the Lenders and Agent are entering
into this Amendment in connection with (I) the acquisition by Addus HealthCare (Nevada), Inc., a Delaware corporation (“Addus Nevada”), of certain assets and intellectual property of SuCasa Personal Care, LLC
(“SuCasa”) and Desert PCA of Nevada LLC (“Desert”, and, collectively with SuCasa, the “SuCasa Companies”), for an aggregate purchase price of not more than $3,500,000 (the “SuCasa
Acquisition”) and (II) the acquisition within ninety (90) days of the First Amendment Effective Date (the “Moore Acquisition”) by the Borrower or a wholly-owned Subsidiary of the Borrower of all of the shares of
capital stock of Moore Home Health Care, Inc., an Indiana corporation (“Moore”) for an aggregate purchase price not to exceed $375,000. 
 C. Agent and Lenders 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 (A) consent to Addus Nevada (i) entering into that certain Asset Purchase
Agreement, dated as of July 29, 2007, by and among Addus Nevada, the SuCasa Companies, the Sellers’ Representative named therein (in such capacity, the “Sellers’ Representative”) and the Sellers set forth on Exhibit A
thereto (the “SuCasa Asset Purchase Agreement”), that certain promissory note in the original principal amount of $250,000, dated as of July 29, 2007 (as the same may be amended or modified as permitted by the Credit Agreement,
the “SuCasa Note”), made by Addus Nevada in favor of Sellers’ Representative and such documents executed and delivered to the SuCasa Companies 








 
pursuant to the SuCasa Asset Purchase Agreement (the “SuCasa Acquisition Documents”) and (ii) consummating the SuCasa Acquisition on
the First Amendment Effective Date pursuant to the terms and conditions of the SuCasa Acquisition Documents and this Amendment for an aggregate purchase price not to exceed $1,750,000 in cash on the First Amendment Effective Date and no more than an
additional $1,500,000 in cash following the First Amendment Effective Date to be paid at the times and in the manner specified in the SuCasa Asset Purchase Agreement provided that such payments shall not be made 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; (B) consent to the Borrower or a wholly-owned Subsidiary of Borrower (i) entering into
documentation with respect to the Moore Acquisition on terms and conditions satisfactory to the Agent (the “Moore Acquisition Documents”); and (ii) consummating the Moore Acquisition on or after the First Amendment Effective
Date for an aggregate purchase price not to exceed $325,000 in cash on the closing date thereof pursuant to the terms of the Moore Acquisition Documents plus certain deferred purchase price owed to the sellers of Moore in an amount not to exceed
$50,000; and (C) agree that for purposes of calculating any Excess Cash Flow prepayment amount that may be due in respect of any Fiscal Year pursuant to Section 2.5(b) of the Credit Agreement, (i) the unfinanced amount of the purchase
price paid in cash during such Fiscal Year for the Moore Acquisition and (ii) the unfinanced installment payments made during such Fiscal Year pursuant to the SuCasa Acquisition Documents shall be deducted from the “Subtotal”
determined as part of the calculation for “Excess Cash Flow” set forth on Schedule 2 to Annex E of the Credit Agreement prior to applying the “Required Prepayment Percentage” set forth on such Schedule. 
 Section 3. Amendment to the Credit Agreement. As of the First 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: 
 Addus Nevada means Addus HealthCare (Nevada), Inc., a Delaware corporation. 
 First Amendment means that certain Consent and First Amendment to Credit Agreement dated as of July 29, 2007 among the Loan Parties, Agent
and the Lenders. 
 First Amendment Effective Date has the meaning set forth in the First Amendment. 
 Moore has the meaning set forth in the Recitals to the First Amendment. 
 Moore Acquisition has the meaning set forth in the Recitals to the First Amendment. 
 Moore Acquisition Documents has the meaning set forth in Section 2 of the First Amendment. 
 Reaffirmation of Collateral Documents means the Consent and Reaffirmation dated as of July 29, 2007 of the Loan Parties signatory thereto, in
respect of the Collateral Documents. 
  

 2 








 SuCasa Acquisition has the meaning set forth in the Recitals to the First Amendment. 

SuCasa Acquisition Documents has the meaning set forth in Section 2 of the First Amendment. 
 SuCasa Asset Purchase Agreement has the meaning set forth in Section 2 of the First Amendment. 
 SuCasa Companies has the meaning set forth in the Recitals to the First Amendment. 
 SuCasa Note has the meaning set forth in Section 2 of the First Amendment. 
 3.2. Section 1.1 of the Credit Agreement is further amended by amending the definition of “EBITDA” by deleting the word
“and” that immediately precedes “(xiv)” and replacing it with “,” and adding the following language immediately after clause (xiv) therein: 
 “, and (xv) in connection with calculating any monthly financial statements required by Section 7.2(a) for any period which includes the month of September, 2006, without duplication, the
one-time charge of $146,431 expensed pre closing in September 2006 in connection with an audit conducted by the U.S. Department of Labor;” 
 3.3. The proviso at the end of the definition of “EBITDA” is amended and restated in its entirety to read as follows: 
 “provided, that, notwithstanding anything to the contrary contained herein, for each of the Fiscal Quarters listed below, EBITDA shall be deemed to be the amount set forth below opposite such corresponding period: 
  

					
	 Period
	  	EBITDA	 
	 September 30, 2006
	  	$	3,563,347	1 
		
	 December 31, 2006
	  	$	3,843,068	  
		
	 March 31, 2006
	  	$	3,062,914;	  

 Provided, further, that for any period that includes the month of April, May, June or July of 2007, EBITDA shall,
without duplication, be increased with respect to the assets acquired in connection with the SuCasa Acquisition by an amount equal to $71,897 for each such month.” 
 3.4. Section 6.1 of the Credit Agreement is hereby amended by deleting the “and” at the end of clause (i) thereof, deleting the “.” at the end of clause
(j) thereof and replacing it with “;” and by adding the following new clauses (k), (l) and (m): 
 “(k)
Indebtedness in respect of that certain 8% Junior Subordinated Promissory Note by Addus Nevada payable to Glen Schlosser, as Seller’s Representative (on behalf the Sellers (as defined in the SuCasa Asset Purchase Agreement)), in the original
principal amount of $250,000; 
  

	1
	 This figure includes the one-time charge of $146,431 expensed pre closing in September 2006 in connection with an audit conducted by the U.S. Department of Labor.



  

 3 








 “(l) Indebtedness for the deferred purchase price in connection with the Moore Acquisition up to
$50,000; and 
 (m) Indebtedness consisting of surety bonds issued to licensing authorities in connection in the ordinary course of business
in an aggregate amount for all such surety bonds not to exceed $250,000 outstanding at any time.” 
 3.5. Section 6.3 of the
Credit Agreement is hereby amended by deleting the “and” at the end of clause (j) thereof, deleting the “.” at the end of clause (k) thereof and replacing it with “;” and by adding the following
new clauses (l) and (m): 
 “(l) Addus Nevada may consummate the SuCasa Acquisition as of the First Amendment Effective
Date pursuant to the SuCasa Acquisition Documents; and 
 (m) Borrower or a wholly-owned Subsidiary of Borrower may consummate the Moore
Acquisition within ninety (90) days of the First Amendment Effective Date pursuant to the Moore Acquisition Documents and all applicable law, provided that the Moore Acquisition Documents shall have been duly authorized, executed and delivered
by each of the respective parties thereto and shall be in full force and effect and provided further that the Agent shall have received a complete copy of the fully executed Moore Acquisition Documents, certified by the Borrower as being true,
complete and correct.” 
 3.6. Clause (d) of Section 6.6 of the Credit Agreement is hereby amended and restated
in its entirety to read as follows: 
 “(d) acquire by purchase or otherwise all or any part of the Stock, business or assets of any
other Person, provided that (i) Addus Nevada may consummate the SuCasa Acquisition as of the First Amendment Effective Date pursuant to the SuCasa Acquisition Documents; and (ii) Borrower or a wholly-owned Subsidiary of Borrower may
consummate the Moore Acquisition on or after the First Amendment Effective Date pursuant to the Moore Acquisition Documents and all applicable law, provided that the Moore Acquisition Documents shall have been duly authorized, executed and delivered
by each of the respective parties thereto and shall be in full force and effect and provided further that the Agent shall have received a complete copy of the fully executed Moore Acquisition Documents, certified by the Borrower as being true,
complete and correct.” 
 3.7. Section 6.16 of the Credit Agreement is amended and restated in its entirety to read as
follows: 
 “None of the Loan Parties shall change or amend the terms of the Acquisition Note or SuCasa Note if such change or
amendment would be adverse in any material respect to the rights or interests of the Loan Parties, the Agent or the Lenders.” 
  

 4 








 3.8. The address for notice to the Borrower in Section 10.3 of the Credit Agreement is
amended and restated in its entirety to read as follows: 
  

			
	“If to Borrower:	 	Addus HealthCare, Inc.
		 	2401 South Plum Grove Road
		 	Palatine, Illinois 60067
		 	ATTN: Mark S. Heaney
		 	Fax: (847) 303-5376
		
	With a copy to:	 	Nixon Peabody LLP
		 	437 Madison Avenue
		 	New York, NY 10022
		 	ATTN: Peter J. Alfano, Esq.
		 	Fax: (212) 940-3111”

 Section 4. Representations and Warranties. To induce Agent and Lenders to execute this
Amendment, each Loan Party hereby represents and warrants to Agent and Lenders as follows: 
 (a) the execution, delivery and
performance of each of this Amendment and the SuCasa Acquisition Documents have been duly authorized by all requisite action of each Loan Party thereto, and each of this Amendment and the SuCasa Acquisition Documents constitutes the legal, valid and
binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforceability of creditors’ rights generally and to general principles of equity;
and 
 (b) each of the representations and warranties in the Credit Agreement are true and correct in all material respects
with the same effect as though made on and as of the date hereof (except, in each case, to the extent stated to relate to an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date)
and no Event of Default or Default exists thereunder or would exist after giving effect to this Amendment or the SuCasa Acquisition. 
 Section 5. Conditions Precedent. This Amendment shall be effective as of the date first set forth above, subject to the satisfaction of the following condition precedent (the date of such satisfaction being the “First
Amendment Effective Date”): 
 5.1. Execution and Delivery. Borrower, each of the other Loan Parties, Agent and the Requisite
Lenders shall have executed and delivered this Agreement; the Borrower shall have executed and delivered an Officers Certificate in the form of Exhibit A attached hereto; and each Loan Party shall have executed and delivered the Consent and
Reaffirmation in the form of Exhibit B attached hereto. 
 5.2. Financial Status. As of the First Amendment Effective Date
after giving effect to the incurrence on the First Amendment Effective Date to the payment of all related costs and expenses incurred in connection with the SuCasa Acquisition and this Amendment, (a) the 

  

 5 








 
Leverage Ratio shall not exceed 3.60 to 1.00, (b) not more than $6,000,000 in the aggregate of Revolving Loans and Letter of Credit Obligations shall be
outstanding, and (c) Borrowing Availability shall be at least $6,500,000. 
 5.3. Due Diligence. Agent, Lenders and their counsel
and advisors shall have completed their legal, accounting and financial due diligence review (including, without limitation, lien searches on the SuCasa Companies) of the SuCasa Companies and the SuCasa Acquisition, the results of which review shall
be reasonably satisfactory to Agent and Requisite Lenders. 
 5.4. Material Adverse Effect. There shall have occurred no Material
Adverse Effect upon the financial condition, operations, assets, business or properties of the Loan Parties or the SuCasa Companies since December 31, 2006. 
 5.5. SuCasa Acquisition Documents. On or prior to the First Amendment Effective Date, each of the SuCasa Acquisition Documents shall have been duly authorized, executed and delivered by each of the respective
parties thereto and shall be in full force and effect and shall not have been amended or modified in any material manner except for such material amendments and modifications, if any, as may be reasonably satisfactory to Agent and the Required
Lenders. The SuCasa Acquisition shall have been, or shall be contemporaneously herewith, consummated substantially in accordance with the SuCasa Acquisition Documents and in accordance with all applicable law, except as may have been consented to in
writing by Agent. Agent shall have received a complete copy of the fully executed SuCasa Acquisition Documents, certified by the Borrower as being true, complete and correct. 
 5.6. Approvals. All necessary governmental and third party approvals and/or consents in connection with the SuCasa Acquisition and otherwise
referred to herein or therein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents or imposes materially adverse
conditions upon the consummation of all or any part of the SuCasa Acquisition. Additionally, there shall not exist any judgment, order, injunction or other restraint pending or notified prohibiting or imposing material adverse conditions upon all or
any part of the SuCasa Acquisition or the transactions contemplated by this Amendment. 
 5.7. No Defaults. After giving effect to
this Amendment, no Event of Default or Default under the Credit Agreement shall have occurred and be continuing. 
 5.8. Representations
and Warranties. After giving effect to this Amendment, the representations and warranties of the Loan Parties contained in this Amendment, the Credit Agreement and the other Loan Documents shall be true and correct in all material respects as of
the First Amendment Effective Date, with the same effect as though made on such date, except to the extent that any such representation or warranty relates to an earlier date, in which case such representation or warranty shall be true and correct
in all material respects as of such earlier date. 
  

 6 








 5.9. Payment of Fees. The Borrower shall have paid to Agent for its own account all other fees
specified by that certain fee letter between the Borrower and Agent as of the date hereof. 
 5.10. Secretary’s Certificate. On
the First Amendment Effective Date, Agent shall have received from each Loan Party a certificate signed by the secretary or an assistant secretary of such Loan Party, dated the First Amendment Effective Date, as to the incumbency and signature of
the officers of such Loan Party executing any Loan Document and any certificate or other document or instrument to be delivered pursuant hereto by or on behalf of such Loan Party, together with evidence of the incumbency of such Secretary or
Assistant Secretary, as the case may be and certifying that there have been no changes to (i) the resolutions of such Loan Party authorizing and approving, among other things, the execution and delivery of the Loan Documents and (ii) the
organizational documents of such Loan Party in each case since the Closing Date. 
 5.11. Resolutions. Agent shall have received a
copy of the resolutions (in form and substance reasonably satisfactory to Agent) adopted by the Board of Directors of each Loan Party, authorizing or relating to the execution, delivery and performance of this Amendment and the SuCasa Acquisition
Documents and the other documents and instruments provided for therein and the consummation of the transactions contemplated hereby and thereby. 
 5.12. Good Standing Certificates. Agent shall have received good standing certificates for each Loan Party from their respective jurisdictions of incorporation or organization. 
 5.13. Fees. Borrower shall have paid all reasonable and documented costs, fees and expenses (including, without limitation, reasonable legal fees
and expenses of Winston & Strawn LLP) of Agent. 
 5.14. Other Matters. Agent shall have received such other instruments and
documents as Agent or the Required Lenders may reasonably request in connection with the execution of this Amendment, and all such instruments and documents shall be reasonably satisfactory in form and substance to Agent. 
 Section 6. Miscellaneous. 
 6.1.
Effect of Amendment. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or any Lender under the Credit Agreement or any Loan Document, or constitute a waiver of any
provision of the Credit Agreement or any Loan Document, except as specifically set forth herein. 
 6.2. Counterparts. This Amendment
may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Delivery of the executed counterpart of this Amendment by telecopy or electronic mail shall be as effective as delivery of a manually executed counterpart to this Amendment. 
  

 7 








 6.3. Severability. The illegality or unenforceability of any provision of this Amendment or any
instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder. 
 6.4. Captions. Section captions used in this Amendment are for convenience only, and shall not affect the construction of this Amendment.

 6.5. Entire Agreement. This Amendment embodies the entire agreement and understanding among the parties hereto and supersedes all
prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof. 
 6.6.
References. Any reference to the Credit Agreement contained in any notice, request, certificate, or other document executed concurrently with or after the execution and delivery of this Amendment shall be deemed to include this Amendment
unless the context shall otherwise require. Reference in any of this Amendment, the Credit Agreement or any other Loan Document to the Credit Agreement shall be a reference to the Credit Agreement as amended hereby and as further amended, modified,
restated, supplemented or extended from time to time. 
 Section 7. Governing Law. THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 
 [signature pages follow] 
  

 8 








 Witness the due execution hereof by the respective duly authorized officers of the undersigned as of the
date first above written. 
  

			
	ADDUS HEALTHCARE, INC.
		
	By:	 	 /s/ Mark Heaney

	Name:	 	 Mark Heaney

	Title:	 	 Vice President

	
	ADDUS HOLDING CORPORATION
		
	By:	 	 /s/ Simon Bachleda

	Name:	 	 Simon Bachleda

	Title:	 	 Vice President

	
	ADDUS MANAGEMENT CORPORATION
		
	By:	 	 /s/ Simon Bachleda

	Name:	 	 Simon Bachleda

	Title:	 	 Vice President

	
	LOWELL HOME HEALTH AGENCY, INC.
		
	By:	 	 /s/ Mark Heaney

	Name:	 	 Mark Heaney

	Title:	 	 Vice President



  

 9 









			
	LITTLE ROCK HOME HEALTH AGENCY, INC.
		
	By:	 	 /s/ Mark Heaney

	Name:	 	 Mark Heaney

	Title:	 	 Vice President

	
	FORT SMITH HOME HEALTH AGENCY, INC.
		
	By:	 	 /s/ Mark Heaney

	Name:	 	 Mark Heaney

	Title:	 	 Vice President

	
	BENEFITS ASSURANCE CO., INC.
		
	By:	 	 /s/ W. Andrew Wright

	Name:	 	 W. Andrew Wright

	Title:	 	 President

	
	PHC ACQUISITION CORPORATION
		
	By:	 	 /s/ Mark Heaney

	Name:	 	 Mark Heaney

	Title:	 	 Vice President

	
	PROFESSIONAL RELIABLE NURSING SERVICE, INC.
		
	By:	 	 /s/ Mark Heaney

	Name:	 	 Mark Heaney

	Title:	 	 Vice President



  

 10 









			
	FREEPORT FINANCIAL LLC, as Agent
		
	By:	 	 /s/ Chad Blakeman

	Title:	 	Senior Managing Director
	
	FREEPORT LOAN FUND LLC, as a Lender
		
	By:	 	 /s/ Chad Blakeman

	Title:	 	Senior Managing Director
	
	FREEPORT OFFSHORE LOAN FUND LLC, as a Lender
		
	By:	 	 /s/ Chad Blakeman

	Title:	 	Senior Managing Director
	
	FREEPORT LOAN TRUST 2006-1, as a Lender
		
	By:	 	 /s/ Chad Blakeman

	Title:	 	Senior Managing Director
	
	FIFTH THIRD BANK, CHICAGO
	(A Michigan Banking Company)
		
	By:	 	 /s/ Gregory H. Bork

	Name:	 	Gregeory H. Bork
	Title:	 	Vice President
	
	RESIDENTIAL FUNDING COMPANY LLC
		
	By:	 	 /s/ Dennis M. Hansen

	Name:	 	Dennis M. Hansen
	Title:	 	SVP


  

 11 








 EXHIBIT A 
 OFFICER’S CERTIFICATE 
 Reference is made to that certain Consent and First Amendment to
Credit Agreement, dated as of July 29, 2007 (the “First Amendment”; capitalized terms used herein and not otherwise defined shall have the meanings specified thereto in that certain Credit Agreement dated as of
September 19, 2006 among the Loan Parties party thereto, the Agent and the Lenders party thereto (the “Credit Agreement”) as amended by the First Amendment), among the Borrower, certain other parties, the financial institutions
party thereto and Freeport Financial LLC, as Agent. The undersigned hereby certifies that [s]he is the duly authorized and elected
                     of the Borrower and that, as of the date hereof: 
  

	 	1.	As of the First Amendment Effective Date, after giving effect to the payment of all related costs and expenses incurred in connection with the SuCasa Acquisition and the First
Amendment, (a) the Leverage Ratio does not exceed 3.60 to 1.00, (b) not more than $6,000,000 in the aggregate of Revolving Loans and Letter of Credit Obligations are outstanding and (c) Borrowing Availability is at least $6,500,000.


  

	 	2.	No Material Adverse Effect has occurred upon the financial condition, operations, assets, business or properties of the Loan Parties or SuCasa Companies since December 31,
2006. 

  

	 	3.	After giving effect to the First Amendment, no Event of Default or Default under the Credit Agreement has occurred or is continuing. 

  

	 	4.	After giving effect to the First Amendment, the representations and warranties of the Loan Parties contained in the First Amendment, the Credit Agreement and the other Loan
Documents are true and correct in all material respects as of the First Amendment Effective Date, with the same effect as though made on such date, except to the extent that any such representation or warranty relates to an earlier date, in which
case such representation or warranty was true and correct in all material respects as of such earlier date. 

  

	 	5.	The Loan Parties have consummated the SuCasa Acquisition substantially in accordance with the SuCasa Acquisition Documents and in accordance with all applicable law, except as may
have been consented to in writing by Agent. 

 [Remainder of Page Intentionally Blank] 









 IN WITNESS WHEREOF, I have hereunto set my hand this
             day of July, 2007. 
  

			
	 ADDUS HEALTHCARE, INC.

		
	By:	 	 
		 	Name:
		 	Title:











 EXHIBIT B 
 CONSENT AND REAFFIRMATION 
 Each of the undersigned (“Loan Parties”) hereby
(i) acknowledges receipt of a copy of the Consent and First Amendment to Credit Agreement dated July 29, 2007 (the “First Amendment”); (ii) consents to the execution and delivery thereof by the other Loan Parties;
(iii) agrees to be bound thereby; (iv) affirms that nothing contained therein shall modify in any respect whatsoever its guaranty of the obligations of the Loan Parties to Agent and Lenders (the “Guarantee”), (v) reaffirms
that the Guarantee and the other Collateral Documents executed by such Person are and shall continue to remain in full force and effect and (vi) supplements Schedules
            ,              and              to
the Collateral Documents with the new information attached to this Consent and Reaffirmation as Exhibit C-1. Although each of the Loan Parties has been informed of the matters set forth herein and in the First Amendment and has acknowledged and
agreed to same, such Loan Parties understand that Agent and Lenders have no obligation to inform any of the Loan Parties of such matters in the future or to seek any of the Loan Parties’ acknowledgment or agreement to future amendments or
waivers, and nothing herein shall create such a duty. 
 This Consent and Reaffirmation shall be governed by and construed in accordance with
the laws of the State of Illinois, without reference to principles of conflicts of law. 









 In witness whereof, each of the undersigned has executed this Consent and Reaffirmation on and as of the
date of such First Amendment. 
  

			
	ADDUS HEALTHCARE, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	ADDUS HOLDING CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	ADDUS HEALTHCARE (NEVADA), INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	ADDUS MANAGEMENT CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	LOWELL HOME HEALTH AGENCY, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	LITTLE ROCK HOME HEALTH AGENCY, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 












			
	FORT SMITH HOME HEALTH AGENCY, INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	BENEFITS ASSURANCE CO., INC.
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	PHC ACQUISITION CORPORATION
		
	By:	 	 
	Name:	 	 
	Title:	 	 


  

			
	PROFESSIONAL RELIABLE NURSING SERVICE, INC.
		
	By:	 	 
	Name:	 	 
	Title: