AMENDMENT NO. 1 TO CREDIT AGREEMENT
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THIS AMENDMENT NO. 1, made as of this 5th day of February, 1997 (the
"Amendment No. 1"), 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.
and OPTION CARE OF OKLAHOMA, INC. (collectively and jointly and severally the
"Borrowers"), THE NORTHERN TRUST COMPANY ( a "Bank"), XXXXXX TRUST AND SAVINGS
BANK (a "Bank"), 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 (the "Credit Agreement");
WHEREAS, one of the Borrowers and Guarantors, Infusion Therapy of
Ontario, Inc. merged with and into North County Home I.V., Inc.;
WHEREAS, four other Borrowers, Pharmacare of Southwest Florida, Inc.,
Pharmacy I.V. Associates, Inc., Home Infusion Therapy of Bullhead City, Inc. and
Whatcom Pharmaceutical Services, Inc. merged with and into Option Care
Enterprises, Inc.;
WHEREAS, Option Care Enterprises, Inc., through a tax-free merger is
now a Delaware corporation;
WHEREAS, First National Bank of Chicago purchased from PNC Bank,
National Association $10,000,000 of the Revolving Credit Commitment;
WHEREAS, the Borrowers, the Banks and the Agent wish to amend
the Credit Agreement to increase the Revolving Credit Commitment and allocate
the increase to the Revolving Credit Commitment of PNC Bank, National
Association;
WHEREAS, the Guarantors of the Borrowers' obligations to the Banks and
the Agent are reaffirming their Guaranties;
WHEREAS, Pledgors (the "Pledgors") under Pledge Agreements
executed in connection with the Credit Agreement are reaffirming their Pledges;
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:
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1. Definitions. Capitalized terms used herein but not defined
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herein shall have the meanings set forth in the Credit Agreement.
2. References. All references in the Loan Documents to Infusion
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Therapy of Ontario, Inc. are changed to references to North County Home, I.V.,
Inc. All references to Pharmacare of Southwest Florida, Inc., Pharmacy I.V.
Associates, Inc., Home Infusion Therapy of Bullhead City Inc., and Whatcom
Pharmaceutical Services, Inc. are changed to references to Option Care
Enterprises, Inc.
3. Revolving Credit Commitment. All references in the Credit
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Agreement to the principal amount of the Revolving Credit Commitment shall
change from $30,000,000 to $35,000,000.
4. Schedule 1.1(B). Schedule 1.1(B) to the Credit Agreement is
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replaced in its entirety by Schedule 1.1(B) to this Amendment No. 1.
5. Section 7.1.5. Section 7.1.5 is amended to delete the wor
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"franchises."
6. Excluded Joint Ventures. Section 7.2.9 is amended to restate the
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second sentence (defining Excluded Joint Ventures) in its entirety as follows:
"Excluded Joint Ventures shall mean (a) working capital loans to
franchisees ("Franchisee Loans") made after December 23, 1996
aggregating, at any time, $300,000 or less and (b) affiliates or joint
venture subsidiaries of a Loan Party for which the Loan Parties have
no more than a 74% interest (and as long as financial statements of
the Excluded Joint Venture are not consolidated with any Borrower's)
and for which the Loan Parties have paid Consideration aggregating no
more than $1,000,000 less the amount of Franchisee Loans outstanding."
7. Representations and Warranties. The Borrowers hereby represents
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and warrants 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 Loan Documents
are 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;
(b) to the Borrowers' knowledge, no event or condition has
occurred or 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 copies of the Articles of Incorporation and Bylaws of
the Borrowers delivered by the Borrowers to the Agent on December 23, 1996 have
not been
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amended, revised, supplemented, restated or changed in any way and are
still in full force and effect; and
(d) The execution and delivery of this Amendment No. 1 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. 1 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. 1 and the amendments to the
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Credit Agreement effected hereby shall become effective upon the delivery to the
Agent of a fully executed Affirmation of Guaranty Agreement from each of the
Guarantors, an Affirmation of Pledge Agreement from each of the Pledgors and
Notes evidencing the Borrowers' obligations to First National Bank of Chicago
and PNC Bank, National Association.
9. Counterparts. This Amendment No. 1 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. 1 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. 1 as of the date and year first above written.
ATTEST: OPTION CARE, INC.,
a Delaware corporation
/s/Xxxxx Bellehumuer By:/s/Xxxx Xxxxxxxx
Title:__________________________
[Seal]
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ATTEST: OPTION CARE, INC.,
a California corporation
/s/Xxxxx Bellehumuer By:/s/Xxxx Xxxxxxxx
Title:__________________________
[Seal]
ATTEST: OPTION CARE ENTERPRISES, INC.
/s/Xxxxx Bellehumuer By:/s/Xxxx Xxxxxxxx
Title:__________________________
[Seal]
ATTEST: HOME CARE OF COLUMBIA, INC.,
/s/Xxxxx Bellehumuer By:/s/Xxxx Xxxxxxxx
Title:__________________________
[Seal]
ATTEST: YOUNG'S I.V. THERAPY, INC.,
/s/Xxxxx Bellehumuer By:/s/Xxxx Xxxxxxxx
Title:__________________________
[Seal]
ATTEST: CORDESYS HEALTHCARE
MANAGEMENT, INC.,
/s/Xxxxx Bellehumuer By:/s/Xxxx Xxxxxxxx
Title:__________________________
[Seal]
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ATTEST: NORTH COUNTY HOME I.V., INC.
/s/Xxxxx Bellehumuer By:/s/Xxxx Xxxxxxxx
Title:__________________________
[Seal]
ATTEST: OPTION CARE HOSPICE, INC.,
/s/Xxxxx Bellehumuer By:/s/Xxxx Xxxxxxxx
Title:__________________________
[Seal]
ATTEST: OPTION CARE HOME HEALTH, INC.,
/s/Xxxxx Bellehumuer By:/s/Xxxx Xxxxxxxx
Title:__________________________
[Seal]
ATTEST: MANAGEMENT BY INFORMATION, INC.,
/s/Xxxxx Bellehumuer By:/s/Xxxx Xxxxxxxx
Title:__________________________
[Seal]
ATTEST: OPTION CARE OF OKLAHOMA, INC.,
/s/Xxxxxx Xxxxx By:/s/Xxx Xxxxxxxx
Title:__________________________
[Seal]
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ATTEST: THE NORTHERN TRUST COMPANY
_________________________________ By:/s/ Xxxxx X. Xxxxx
Title: Vice President
ATTEST: XXXXXX TRUST AND SAVINGS BANK
_________________________________ By:____________________________
Title:__________________________
ATTEST: FIRST NATIONAL BANK OF CHICAGO
_________________________________ By:____________________________
Title:__________________________
ATTEST: PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
_________________________________ By:____________________________
Title:__________________________
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ATTEST: THE NORTHERN TRUST COMPANY
_________________________________ By:/s/ Xxxxx X. Xxxxx
Title: Vice President
ATTEST: XXXXXX TRUST AND SAVINGS BANK
_________________________________ By:____________________________
Title:__________________________
ATTEST: FIRST NATIONAL BANK OF CHICAGO
/s/______________________________ By:/s/ Xxxx X. M
Title:Corp, Banking Officer
ATTEST: PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
_________________________________ By:____________________________
Title:__________________________
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ATTEST: THE NORTHERN TRUST COMPANY
_________________________________ By:/s/ Xxxxx X. Xxxxx
Title: Vice President
ATTEST: XXXXXX TRUST AND SAVINGS BANK
_________________________________ By:____________________________
Title:__________________________
ATTEST: FIRST NATIONAL BANK OF CHICAGO
_________________________________ By:____________________________
Title:__________________________
ATTEST: PNC BANK, NATIONAL ASSOCIATION,
individually and as Agent
_________________________________ By:/s/Xxxxxx X. Weiste
Title:AVP
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