SCHEDULE 6.1.14 - ENVIRONMENTAL DISCLOSURES
SCHEDULE 7.1.1(x) - EXISTING CREDIT FACILITIES BEING TERMINATED
SCHEDULE 8.2.1 - EXISTING INDEBTEDNESS
SCHEDULE 8.2.4 - EXISTING INVESTMENTS
EXHIBITS
EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B) - BORROWER JOINDER
EXHIBIT 1.1(I) - INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2) - SWING LOAN NOTE
EXHIBIT 2.5.1 - LOAN REQUEST
EXHIBIT 2.5.2 - SWING LOAN REQUEST
EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants
That Are Not Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants
That Are Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE
DMEAST #35945034 v12
(ix)
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as of
December 21, 2018 and is made by and among HEALTHCARE SERVICES GROUP, INC., a
Pennsylvania corporation (the "Parent"), HCSG STAFF LEASING SOLUTIONS, LLC, a
Pennsylvania limited liability company ("Staff Leasing Solutions"), HCSG LABOR
SUPPLY, LLC, a Pennsylvania limited liability company ("Labor Supply"), HCSG
EAST, LLC, a New Jersey limited liability company ("East"), HCSG CENTRAL, LLC, a
New Jersey limited liability company ("Central"), HCSG CLINICAL SERVICES, LLC, a
New Jersey limited liability company ("Clinical Services"), HCSG WEST, LLC, a
New Jersey limited liability company ("West"), HCSG EAST LABOR SUPPLY, LLC, a
New Jersey limited liability company ("East Labor Supply"; together with the
Parent, Staff Leasing Solutions, Labor Supply, East, Central, Clinical Services,
West and each other Borrower joined hereto from time to time, each a "Borrower"
and collectively, the "Borrowers"), each of the GUARANTORS (as hereinafter
defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL
ASSOCIATION, in its capacity as administrative agent for the Lenders under this
Agreement (hereinafter referred to in such capacity as the "Administrative
Agent").
The Borrowers have requested that the Lenders provide a revolving credit
facility to the Borrowers in an aggregate principal amount not to exceed
$475,000,000, subject to the potential increase of such amount on the terms and
subject to the conditions set forth herein. In consideration of their mutual
covenants and agreements hereinafter set forth and intending to be legally bound
hereby, the parties hereto covenant and agree as follows:
SECTION 1.
CERTAIN DEFINITIONS
1.1
Certain Definitions. In addition to words and terms defined elsewhere in
this
Agreement, the following words and terms shall have the following meanings,
respectively, unless the context hereof clearly requires otherwise:
Accession Agreement shall have the meaning set forth in Section 3.1(vii)
[Amendment to Loan Documents - Incremental Facilities].
Acquisition shall mean the acquisition by purchase, lease or otherwise, whether
through a single transaction or a series of related transactions, of (i) Equity
Interests in any Person if, after giving effect thereto, such Person will become
a Subsidiary, or (ii)