AMENDMENT NO. 5 TO CREDIT AGREEMENT
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THIS AMENDMENT NO. 5 made as of this _____ day of ___________,
1998 (the "Amendment No. 5"), among OPTION CARE, INC., OPTION CARE, INC., OPTION
CARE ENTERPRISES, INC., HOME CARE OF COLUMBIA, INC., YOUNG'S I.V. THERAPY, INC.,
CORDESYS HEALTHCARE MANAGEMENT, INC., NORTH COUNTY HOME I.V., INC. OPTION CARE
HOSPICE, INC., OPTION CARE HOME HEALTH, INC., MANAGEMENT BY INFORMATION, INC.,
OPTION CARE OF OKLAHOMA, INC., OPTION CARE HOME HEALTH OF CALIFORNIA, INC., and
OPTION CARE DENVER, INC. (collectively and jointly and severally the
"Borrowers"), THE NORTHERN TRUST COMPANY ( a "Bank"), XXXXXX TRUST AND SAVINGS
BANK (a "Bank"), THE FIRST NATIONAL BANK OF CHICAGO (a "Bank") and PNC Bank,
National Association, as Agent (a "Bank" and the "Agent").
WHEREAS, the Borrowers, the Banks and the Agent are parties to a
Credit Agreement dated as of December 23, 1996 as amended as of February 5,
1997, as of February 27, 1997, as of March 24, 1997 and as of December 31, 1997
(the "Credit Agreement"); and
WHEREAS, the Borrower, the Bank and the Agent wish to amend
the Credit Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises and covenants
contained herein and intending to be legally bound hereby, the Agent, the Banks
and the Borrowers agree as follows:
1. Definitions. Capitalized terms used herein but not defined herei
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shall have the meanings set forth in the Credit Agreement.
2. Expiration Date. The definition of "Expiration Date" is amended
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to read in its entirety as follows:
Expiration Date shall mean January 31, 2000.
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3. Year 2000. Section 5.1 of the Credit Agreement is amended to add
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a new subsection 5.1.29 as follows:
5.1.29 Year 2000. The Loan Parties have reviewed the areas within
their business and operations which could be adversely affected by,
and have developed or are developing a program to address on a timely
basis, the risk that certain computer applications used by any of the
Loan Parties or any of their respective material suppliers, customers
or venders may be unable to recognize and perform property
date-sensitive functions involving dates prior to and after December
31, 1999 (the "Year 2000 Problem").
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The Year 2000 Problem will not result in any Material Adverse Change.
4. Permitted Business Combinations. Section 7.2.6 (2)(ix) of the
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Credit Agreement is amended to read in its entirety as follows:
(ix) the Consideration paid by the Loan Parties for such
Acquisition shall not exceed (A) $250,000 in the period from May 1,
1998 through December 31, 1998 or (B) $1,000,000 in the fiscal year
ending December 31, 1999 without the prior approval of the Required
Banks which shall not be unreasonably withheld (a decision to be made
in ten (10) Business Days after receipt of complete information) and,
after giving effect to such Acquisition, the Consideration paid by the
Loan Parties for all Permitted Acquisitions made during the then
current fiscal year of the Loan Parties shall not exceed (C)
$1,000,000 in the period from May 1, 1998 through December 31, 1998 or
(D) $7,500,000 in the fiscal year ending December 31, 1999 without the
prior approval of the Required Banks which shall not be unreasonably
withheld (a decision to be made in ten (10) Business Days after
receipt of complete information).
5. Receivables Audit. Section 7.1 of the Credit Agreement is amended
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to add a new subsection 7.1.19 as follows:
7.1.19 Receivables Audit.
Each Loan Party shall, and shall cause each of its Subsidiaries
to, permit the Agent, through its Secured Credit Administration Unit,
to conduct an audit of receivables once each fiscal year. The scope
and cost of such audits shall be determined by the Agent and Option
Care, Inc. The audits described in this subsection are in addition to
those described in Section 7.1.6.
6. Quarterly Reporting. Section 7.3.2 of the Credit Agreement is
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amended and restated in its entirety as follows:
7.3.2 Quarterly Reporting
7.3.2.1 Financial Statements
Within forty-five (45) calendar days after the end of each of the
first three fiscal quarters in each fiscal year, financial statements
of Option Care, Inc., consisting of a consolidated and consolidating
balance sheet as of the end of such fiscal quarter and related
consolidated and consolidating statements of income, stockholders'
equity and cash flows for the fiscal quarter then ended and the fiscal
year through that date, all in reasonable
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detail and certified (subject to normal year-end audit adjustments)
by the Chief Executive Officer, President or Chief Financial Officer
of Option Care, Inc. as having been prepared in accordance with GAAP
consistently applied, and setting forth in comparative form the
respective financial statements for the corresponding date and period
in the previous fiscal year.
7.3.2.2 Receivables Agings
Within forty-five (45) days of the end of each fiscal quarter in
each fiscal year, a report of the agings of accounts receivable of the
Loan Parties on a consolidated basis, all in reasonable detail and
certified by the Chief Executive Officer, President or Chief Financial
Officer of Option Care, Inc.
7. Representations and Warranties. The Borrowers hereby represent
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and warrant to the Banks and the Agent as follows:
(a) all representations, warranties and covenants made by the
Borrowers to the Banks and the Agent that are contained in the Credit Agreement
or any other Loan Document are, as amended by this Amendment No. 5, true and
correct on and as of the date hereof with the same effect as though such
representations, warranties and covenants had been made on and as of the date
hereof (except representations and warranties which expressly relate solely to
an earlier date and time, which representations and warranties shall be true and
correct on and as of the specific dates and times referred to therein);
(b) to the Borrowers' knowledge, no event or condition exists
which, with the giving of notice or the passage of time, or both, would
constitute an Event of Default under any of the Loan Documents;
(c) The execution and delivery of this Amendment No. 5 and the
consummation of the transactions contemplated hereby and by any other documents
executed by the Borrowers required to be delivered to the Agent in connection
with this Amendment No. 5 have been duly and validly authorized by the Borrowers
and all such documents together constitute the legal, valid and binding
agreement of the Borrowers, enforceable against the Borrowers in accordance with
their respective terms, except to the extent that enforceability of any of such
document may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforceability of creditors' rights generally
or general equitable principles.
8. Effectiveness. This Amendment No. 5 and the amendments to the
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Credit Agreement effected hereby shall become effective upon the delivery to the
Agent of: (a) a fully executed Affirmation of Guaranty Agreement from each of
the Guarantors; (b) an Affirmation of Pledge Agreement from each of the
Pledgors; and (c) receipt by each of the Banks of an amendment fee equal to
0.06% of such Bank's Revolving Credit Commitment.
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9. Counterparts. This Amendment No. 5 may be executed in one or more
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counterparts by any party hereto in separate counterparts, each of which when so
executed and delivered to the other party shall be deemed an original. All such
counterparts together shall constitute one and the same instrument.
10. Waivers. This Amendment No. 5 shall not, except as expressly set
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forth above, serve to waive, supplement or amend the Credit Agreement, which
Credit Agreement shall remain in full force and effect as amended hereby.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Amendment No. 5 as of the date and year first above written.
ATTEST: OPTION CARE, INC.,
a Delaware corporation
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
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ATTEST: OPTION CARE, INC.,
a Delaware corporation
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
ATTEST: OPTION CARE ENTERPRISES, INC.
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
ATTEST: HOME CARE OF COLUMBIA, INC.,
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
ATTEST: YOUNG'S I.V. THERAPY, INC.,
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
ATTEST: CORDESYS HEALTHCARE MANAGEMENT, INC.,
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
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ATTEST: NORTH COUNTY HOME I.V.,INC.
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
ATTEST: OPTION CARE HOSPICE,INC.,
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
ATTEST: OPTION CARE HOME HEALTH,INC.,
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
ATTEST: MANAGEMENT BY INFORMATION,INC.,
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
ATTEST: OPTION CARE OF OKLAHOMA, INC.,
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
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ATTEST: OPTION CARE HOME HEALTH OF
CALIFORNIA, INC.
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
ATTEST: OPTION CARE DENVER, INC.,
/s/Xxxxx Xxxxxx, Xx. By:/s/Xxxxx Xxxxxx
Title:CEO
[SEAL]
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WITNESS: THE NORTHERN TRUST COMPANY
/s/Xxxxx X. Xxxxx By:/s/Xxxxx X. Xxxxxx
Title: Second Vice President
WITNESS: XXXXXX TRUST AND SAVINGS BANK
/s/Xxxxx X. Xxxxx By:/s/SCarolyn X. Xxxxxxx
Title: Vice President
WITNESS: THE FIRST NATIONAL BANK OF CHICAGO
/s/Xxxxx X. Xxxxx By:/s/Xxxx X. Xxxxxx
Title: Corporate Banking Officer
WITNESS: PNC BANK, NATIONAL ASSOCIATION,
/s/Xxxxx X. Xxxxx By:/s/Xxxxxx X. Salgione
Title: Assistant Vice President
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