Exhibit 10.1
FIRST AMENDMENT TO CREDIT AGREEMENT
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THIS FIRST AMENDMENT TO CREDIT AGREEMENT is dated and effective as of
March 6, 2008 (the "First Amendment"), by and among LHC GROUP, INC., a Delaware
corporation (the "Borrower"), and CAPITAL ONE, NATIONAL ASSOCIATION, a national
banking association, as Administrative Agent (the "Agent") for the Lenders, and
the LENDERS that are signatory parties hereto.
R E C I T A L S:
1. The Borrower, the Agent, and Capital One, National Association, as a
Lender, have entered into a Credit Agreement dated as of February 20, 2008 (the
"Agreement"), pursuant to which the Lender established a Line of Credit in favor
of the Borrower.
2. First Tennessee Bank, N.A. desires to join in the Agreement as a
Lender extending Revolving Loans to Borrower in a maximum aggregate principal
amount of up to $12,500,000.00.
3. In addition, the Borrower, the Agent, and the Lenders have agreed to
amend certain provisions of the Agreement as set forth below.
NOW, THEREFORE, the parties hereto, in consideration of the mutual
covenants hereinafter set forth and intending to be legally bound hereby, do
hereby amend the Agreement and agree as follows:
A. Defined Terms. Capitalized terms used herein which are defined in
the Agreement (or used in the Agreement), are used herein with such defined
meanings or usage, except as may be expressly set forth in this First Amendment.
B. Revision to Defined Terms. The definition of the term "Eurodollar
Margin" contained in Section 1.1 of the Agreement is hereby deleted and restated
as follows:
"Eurodollar Margin" shall mean with respect to each Eurodollar Loan
under the Line of Credit:
(i) 1.75% per annum if the Leverage Ratio is less than 1.00 to
1.0;
(ii) 2.00% per annum if the Leverage Ratio is greater than or
equal to 1.00 to 1.0 but less than 1.50 to 1.0;
(iii) 2.25% per annum if the Leverage Ratio is greater than or
equal to 1.50 to 1.0 but less than 2.00 to 1.0; or
(iv) 2.50% per annum if the Leverage Ratio is greater than or
equal to 2.00 to 1.0. The Eurodollar Margin shall be determined by
the Agent from time to time, based on the Leverage Ratio as set
forth in the Compliance Certificate most recently delivered by the
Borrower pursuant to Section 12.1(c). Any adjustment to the
Eurodollar Margin shall be effective (a) in the case of a Compliance
Certificate delivered in connection with quarterly financial
statements of the Borrower delivered pursuant to Section 12.1(b), as
of the date 60 days following the end of the last day of the
applicable fiscal quarter covered by such Compliance Certificate,
and (b) in the case of a Compliance Certificate delivered in
connection with annual financial statements of the Borrower
delivered pursuant to Section 12.1(a), as of the date 90 days
following the end of the last day of the applicable fiscal year
covered by such Compliance Certificate. If the Borrower fails to
deliver a Compliance Certificate pursuant to Section 12.1(c), the
Eurodollar Margin shall equal the percentage corresponding to item
(iv) of this definition until the date of the delivery of the
required Compliance Certificate. As of the date hereof, and
thereafter until changed as provided above, the Eurodollar Margin is
determined based on item (i) of this definition.
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C. Joinder by First Tennessee Bank, N.A. First Tennessee Bank, N.A.
hereby joins in the Agreement, as amended by this First Amendment, as a Lender.
D. Increase of Line of Credit Loan Commitment. The parties hereto
understand and acknowledge that (i) the Line of Credit Loan Commitment has been
increased from $25,000,000.00 to a total maximum aggregate principal amount of
$37,500,000.00, (ii) the Revolving Note in the principal amount of
$12,500,000.00 to be executed by Borrower pursuant to this First Amendment,
payable to the order of First Tennessee Bank, N.A., is issued by Borrower
pursuant to Section 2.4 of the Agreement and is one of the Revolving Notes as
such term is defined in the Agreement, and (iii) said increase of the Line of
Credit Loan Commitment constitutes a partial fulfillment of Borrower's exercise
of the Accordion Option.
E. Representations; No Default. On and as of the date of this First
Amendment, and after giving effect to this First Amendment, the Borrower
confirms, reaffirms, and restates the representations and warranties set forth
in the Agreement and the Loan Documents; provided, that each reference to the
Agreement herein shall be deemed to include the Agreement as amended by this
First Amendment.
F. Payment of Expenses. The Borrower agrees to pay or reimburse the
Agent for all legal fees and expenses of counsel to the Agent in connection with
the transactions contemplated by this First Amendment.
G. AMENDMENTS. THE AGREEMENT AND THE FIRST AMENDMENT ARE CREDIT OR LOAN
AGREEMENTS AS DESCRIBED IN LA. R.S. 6:ss.1121, ET SEQ. THE AGREEMENT, AS AMENDED
BY THIS FIRST AMENDMENT, AND THE OTHER LOAN DOCUMENTS SET FORTH THE ENTIRE
AGREEMENT OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE
ALL PRIOR WRITTEN AND ORAL UNDERSTANDINGS AMONG THE BORROWER, THE AGENT, AND THE
LENDERS, WITH RESPECT TO THE MATTERS HEREIN AND THEREIN SET FORTH. THE
AGREEMENT, AS AMENDED BY THIS FIRST AMENDMENT, CANNOT BE MODIFIED OR AMENDED
EXCEPT BY A WRITING SIGNED AND DELIVERED AS PROVIDED IN THE AGREEMENT.
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H. Waiver of Defenses. In consideration of the Lender's execution of
this First Amendment, the Borrower hereby irrevocably waive any and all claims
and/or defenses to payment on any indebtedness arising under the Agreement and
owed by any of them to the Lenders that may exist as of the date of execution of
this First Amendment.
I. Governing Law: Counterparts. This First Amendment shall be governed
by and construed in accordance with the laws of the State of Louisiana. This
First Amendment may be executed in any number of counterparts, all of which
counterparts, when taken together, shall constitute one and the same instrument.
J. Continued Effect. Except as expressly modified herein, the
Agreement, as amended by this First Amendment, shall continue in full force and
effect. The Agreement, as amended by this First Amendment, is hereby ratified
and confirmed by the parties hereto.
K. Resolutions/Consents. The Borrower hereby certifies to the Agent
that all resolutions and consents of the Borrower previously delivered to the
Agent in connection with the Agreement remain in effect.
(The remainder of this page was intentionally left blank.)
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.
Borrower:
LHC GROUP, INC.
a Delaware corporation
By:
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Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
Agent:
CAPITAL ONE, NATIONAL ASSOCIATION
By:
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Name:
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Title:
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Lenders:
CAPITAL ONE, NATIONAL ASSOCIATION
Line of Credit By:
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Loan Commitment: $25,000,000.00 Name:
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Commitment Percentage 66.667% Title:
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FIRST TENNESSEE BANK, N.A.
Line of Credit By:
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Loan Commitment: $12,500,000.00 Name:
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Commitment Percentage 33.333% Title:
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CONSENT
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Each of the undersigned Guarantors hereby consents to the foregoing
First Amendment to Credit Agreement as of March 6, 2008 by and among LHC Group,
Inc., Capital One, National Association, as Administrative Agent, and the
Lenders.
Dated as of March 6, 2008.
HOME CARE PLUS, INC.
By: ____________________________
Name: Keith G. Myers
Title: President
DIABETES SELF MANAGEMENT CENTER, INC.
By: ____________________________
Name: Keith G. Myers
Title: President
ABLE HOME HEALTH, INC.
By: ____________________________
Name: Keith G. Myers
Title: President
ABLE HOME HEALTH, INC.
By: ____________________________
Name: Keith G. Myers
Title: President
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ACADIAN HOME HEALTH CARE SERVICES, L.L.C.
AHCG MANAGEMENT, LLC
ALABAMA HEALTH CARE GROUP, LLC
HOME NURSING CARE, L.L.C.
HOMECARE MANAGEMENT GROUP, LLC
LHC GROUP PHARMACEUTICAL SERVICES, L.L.C.
LHCG-II, L.L.C.
LHCG VI, LLC
LHCG VII, L.L.C.
LHCG IX, L.L.C.
LHCG XI, LLC
LOUISIANA EXTENDED CARE HOSPITAL OF ARCADIA, LLC
LOUISIANA EXTENDED CARE HOSPITAL OF WEST MONROE, LLC
LOUISIANA HEALTH CARE GROUP, L.L.C.
LOUISIANA HOMECARE OF HAMMOND, LLC
LOUISIANA HOMECARE OF NEW ORLEANS, L.L.C.
LOUISIANA HOSPICE AND PALLIATIVE CARE, L.L.C.
LOUISIANA PHYSICAL THERAPY, L.L.C.
MHCG OF JACKSON, LLC
MISSISSIPPI HEALTH CARE GROUP, L.L.C.
MISSISSIPPI HOMECARE, L.L.C.
MISSISSIPPI HOMECARE OF NATCHEZ, LLC
NORTH CAROLINA HEALTH CARE GROUP, LLC
OAK SHADOWS OF JENNINGS, L.L.C.
OAK ARBOR OF JENNINGS, LLC
OAK ARBOR OF SUNSET, LLC
OKLAHOMA HEALTH CARE GROUP, LLC
PICAYUNE HOMECARE, L.L.C.
ST. JAMES HOMECARE, L.L.C.
TEXAS HEALTH CARE GROUP, L.L.C.
TEXAS HEALTH CARE GROUP HOLDINGS, L.L.C.
TEXAS HEALTH CARE GROUP OF LONGVIEW, L.L.C.
TEXAS HEALTH CARE GROUP OF TEXARKANA, L.L.C.
WEST VIRGINIA HEALTH CARE GROUP, LLC
By: LHC Group, Inc., as manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
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LHCG X, L.L.C.
LHCG XIV, L.L.C.
GEORGIA HEALTH CARE GROUP, L.L.C.
TENNESSEE HEALTH CARE GROUP, LLC
LHC HEALTH CARE GROUP OF FLORIDA, LLC
MISSOURI HEALTH CARE GROUP, LLC
KENTUCKY HEALTH CARE GROUP, LLC
LHC HOMECARE-LIFELINE, LLC
LHC HOMECARE, LLC
LHC REAL ESTATE I, LLC
SOUTH CAROLINA HEALTH CARE GROUP, LLC
VIRGINIA HEALTH CARE GROUP, LLC
PALMETTO EXPRESS, L.L.C.
LEAF RIVER HOME HEALTH CARE, LLC
By: LHC Group, Inc., as manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
ARKANSAS HEALTH CARE GROUP, LLC
MENA MEDICAL CENTER HOME HEALTH, L.L.C.
MENA MEDICAL CENTER HOSPICE, L.L.C.
DALLAS COUNTY MEDICAL CENTER HOMECARE, L.L.C.
EUREKA SPRINGS HOSPITAL HOME CARE, LLC
EUREKA SPRINGS HOSPITAL HOSPICE, LLC
ARKANSAS HOMECARE OF FORREST CITY, LLC
PATIENT'S CHOICE HOSPICE, LLC
By: AHCG Management, LLC, their manager
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
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ACADIAN PREMIERE REGIONAL NURSING, LLC
HOMECARE MANAGEMENT GROUP, LLC
By: Louisiana Health Care Group, L.L.C., its member
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
ROANE HOMECARE, LLC
WETZEL COUNTY HOMECARE, LLC
By: West Virginia Health Care Group, LLC, its manager
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
ARKANSAS HOMECARE OF FULTON, LLC
By: Arkansas Health Care Group, LLC, its member
By: AHCG Management, LLC, as manager
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
FLOYD HOMECARE, LLC
By: Georgia Health Care Group, L.L.C., its member
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
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LIFELINE HOME HEALTH CARE OF UNION CITY, LLC
By: Tennessee Health Care Group, LLC, its member
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
LIFELINE OF WEST TENNESSEE, LLC
LIFELINE HOME HEALTH CARE OF SPRINGFIELD, LLC
By: Tennessee Health Care Group, LLC, their member
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
LIFELINE HOME HEALTH CARE OF LAKELAND, LLC
LIFELINE HOME HEALTH CARE OF MARATHON, LLC
LIFELINE HOME HEALTH CARE OF PORT CHARLOTTE, LLC
LHC HOMECARE, LLC
LIFELINE HOME HEALTH CARE OF SEBRING, LLC
LIFELINE HOME HEALTH CARE OF ST. PETERSBURG, LLC
By: LHC Health Care Group of Florida, LLC, its manager
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
MISSOURI HOMECARE, LLC
SOUTHWEST MISSOURI HOMECARE, LLC
By: Missouri Health Care Group, L.L.C., as member
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
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LIFELINE HOME HEALTH CARE OF BOWLING GREEN, LLC
LIFELINE HOME HEALTH CARE OF LEXINGTON, LLC
LIFELINE HOME HEALTH CARE OF RUSSELLVILLE, LLC
LIFELINE HOME HEALTH CARE OF SOMERSET, LLC
LIFELINE PRIVATE DUTY SERVICES OF KENTUCKY, LLC
By: LHC HomeCare-Lifeline, LLC, its manager
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
LIFELINE HOME HEALTH CARE OF FULTON, LLC
LIFELINE HOME HEALTH CARE OF HOPKINSVILLE, LLC
By: Kentucky Health Care Group, LLC, its member
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
LHC HOMECARE, LLC
By: North Carolina Health Care Group, L.L.C., its member and manager
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
LHC HOMECARE, LLC
By: Oklahoma Health Care Group, L.L.C., its member and manager
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
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SOUTH CAROLINA HOMECARE, LLC
By: South Carolina Health Care Group, L.L.C., its member and manager
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
VIRGINIA HOMECARE, LLC
By: Virginia Health Care Group, L.L.C., its member and manager
By: LHC Group, Inc., its manager
By: ____________________________
Name: Keith G. Myers
Title: Chairman and Chief Executive Officer
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