EIGHTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT
Execution Version
EIGHTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT
EIGHTH AMENDMENT (this “Agreement”), dated as of March 23, 2023, by and among the Revolving Lenders set forth on the signature pages hereto (which constitute the Required Revolving Credit Lenders under the Credit Agreement), the Letter of Credit Issuers set forth on the signature pages hereto (which constitute all of the Letter of Credit Issuers), Aveanna Healthcare LLC, a Delaware limited liability company (the “Borrower”), the other Credit Parties, and Barclays Bank PLC, as the Administrative Agent (the “Administrative Agent”).
RECITALS:
WHEREAS, reference is hereby made to the First Lien Credit Agreement, dated as of March 16, 2017 (as amended by that certain Joinder Agreement and Amendment, dated as of July 1, 2018, Amendment No. 2 to First Lien Credit Agreement, dated as of March 19, 2020, Amendment No. 3 to First Lien Credit Agreement, dated as of April 1, 2020, Second Joinder Agreement and Fourth Amendment, dated as of September 21, 2020, Third Joinder Agreement and Fifth Amendment, dated as of March 11, 2021, Extension Amendment to First Lien Credit Agreement, dated as of July 15, 2021, Seventh Amendment to First Lien Credit Agreement, dated as of August 9, 2021, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Aveanna Healthcare Intermediate Holdings LLC, a Delaware limited liability company, the Borrower, the lending institutions from time to time party thereto, and Barclays Bank PLC, as the Administrative Agent, the Collateral Agent, a Letter of Credit Issuer, and a Lender (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement);
WHEREAS, the Borrower may amend the sublimit for Letters of Credit and the definition of “Letter of Credit Commitment” with the consent of each Letter of Credit Issuer, the Required Revolving Credit Lenders and the Administrative Agent;
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:
“Letter of Credit Commitment” shall mean $40,000,000, as the same may be reduced from time to time pursuant to Section 3.1.
Eighth Amendment Effective Date. This Agreement shall become effective on March 23, 2023 (the “Eighth Amendment Effective Date”), subject solely to the satisfaction or waiver by each of the Revolving Lenders party hereto (collectively, constituting the Required Revolving Credit Lenders), the Letter of Credit Issuers and the Administrative Agent of the following conditions precedent:
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Lender party hereto (collectively constituting the Required Revolving Credit Lenders), (y) each Letter of Credit Issuer and (z) the Administrative Agent.
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unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
[Signature Pages Follow]
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IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Agreement as of the date first set forth above.
BARCLAYS BANK PLC, as the Administrative Agent |
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By: |
/s/ Xxxxxx Xxxxx
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Name: |
Xxxxxx Xxxxx |
Title: |
Director |
BARCLAYS BANK PLC, as a Revolving Credit Lender and a Letter of Credit Issuer |
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By: |
/s/ Xxxxxx Xxxxx
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Name: |
Xxxxxx Xxxxx |
Title: |
Director |
Restricted - External
[Signature Page to Amendment]
Restricted - External
BANK OF MONTREAL,
as a Revolving Credit Lender and Letter of Credit Issuer
By: /s/Xxxx Xxxxxxxxxxx
Name: Xxxx Xxxxxxxxxxx
Title: Managing Director
[Signature Page to Amendment]
,
as a Revolving Credit Lender and Letter of Credit Issuer
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Authorized Signatory
[Signature Page to Amendment]
Royal Bank of Canada,
as a Revolving Credit Lender and Letter of Credit Issuer
By: /s/ Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Authorized Signatory
[Signature Page to Amendment]
JPMORGAN CHASE BANK, N.A.
as a Revolving Credit Lender
By: /s/ Xxxxxxx X. Xxxxxxxxx
Name: Xxxxxxx X. Xxxxxxxxx Title: Executive Director
[Signature Page to Amendment]
CREDIT SUISSE AG, Cayman Islands Branch, as a Revolving Credit Lender
By: /s/ Xxxxxxx Xxxxxxxxxxx
Name: Xxxxxxx Xxxxxxxxxxx
Title: Authorized Signatory
By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx
Title: Authorized Signatory
[Signature Page to Amendment]
AVEANNA HEALTHCARE INTERMEDIATE HOLDINGS LLC
By:_ /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
AVEANNA HEALTHCARE LLC
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
[Signature Page to Amendment]
5 STAR HOME HEALTH SERVICES, LLC
AB INNOVATIONS HEALTH SERVICES INCORPORATED AMERICAN STAFFING SERVICES, INC.
ANDVENTURE, LLC
ANGEL'S TOUCH HOME CARE, LLC ASSURE HOME HEALTHCARE, INC. AVEANNA HEALTHCARE AS, LLC
AVEANNA HEALTHCARE INTERMEDIATE HOLDINGS LLC AVEANNA HEALTHCARE SENIOR SERVICES LLC
CARE AMERICA HOME CARE SERVICES, INC. CARE UNLIMITED, INC.
CHILD'S PLAY THERAPEUTIC HOMECARE INC D & D SERVICES, INC.
XXXXXX XXXXXX, INC. DM HOLDCO, INC.
EHS DE HOLDINGS, INC. EPIC ACQUISITION, INC.
EPIC HEALTH SERVICES (DE), LLC EPIC HEALTH SERVICES (PA), LLC EPIC HEALTH SERVICES, INC.
EPIC HEALTH SERVICES, INC. EPIC HEALTH SERVICES, INC. EPIC PEDIATRIC THERAPY, L.P.
EVERGREEN HOME HEALTHCARE, LLC FHH HOLDINGS, INC.
FIRSTAFF NURSING SERVICES, INC.
FIVE POINTS HEALTHCARE OF ALABAMA, LLC FIVE POINTS HEALTHCARE OF DE, LLC
FIVE POINTS HEALTHCARE OF GA, LLC FIVE POINTS HEALTHCARE OF NC, LLC FIVE POINTS HEALTHCARE OF PA, LLC
FIVE POINTS HEALTHCARE OF VIRGINIA, LLC FIVE POINTS HEALTHCARE, LLC
FIVE POINTS HEALTHCARE OF LOUISIANA, LLC FREEDOM ELDERCARE NY, INC.
FREEDOM HOME HEALTHCARE, INC. HEALTHCORPS, INC.
HOME HEALTH CARE OF NORTHERN NEVADA, LLC HOMEFIRST HEALTHCARE SERVICES, LLC
XXX XXXX ENTERPRISES, LLC LCA HOLDING, INC.
LOVING CARE AGENCY, INC.
MEDCO RESPIRATORY INSTRUMENTS, INC. MILLENIUM HOME HEALTH CARE, INC. NURSES TO GO, L.L.C.
OPTION 1 BILLING GROUP, LLC OPTION 1 NORTHWEST ENTERAL, LLC OPTION 1 NUTRITION GROUP, LLC OPTION 1 NUTRITION HOLDINGS, INC. OPTION 1 NUTRITION SOLUTIONS, LLC OPTION 1 NUTRITION SOLUTIONS, LLC
OPTION I NUTRITION SOLUTIONS CA, INC. PEDIATRIA HEALTHCARE LLC PEDIATRIC HOME CARE, INC.
PEDIATRIC HOME HEALTH CARE HOLDINGS, INC.
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PEDIATRIC HOME NURSING SERVICES, INC. PEDIATRIC SERVICES HOLDING, LLC PEDIATRIC SERVICES OF AMERICA, LLC PEDIATRIC SERVICES OF AMERICA, LLC PEDIATRIC SPECIAL CARE, INC. PENNHURST GROUP, LLC
PREMIER HEALTHCARE SERVICES, LLC
PSA HEALTHCARE INTERMEDIATE HOLDING, LLC PYRA MED HEALTH SERVICES, LLC
RECOVER HEALTH OF IOWA, INC. RECOVER HEALTH OF MINNESOTA, INC. RECOVER HEALTH OF WISCONSIN, INC. RECOVER HEALTH SERVICES, LLC RECOVER HEALTH, INC. REHABILITATION ASSOCIATES, INC. SAINTS HOME HEALTHCARE, LLC SANTE GP, LLC
SANTE HOLDINGS, INC. TCG HOME HEALTH, LLC TCGHHA,LLC
TOTAL CARE, INC.
WILLOWBROOK HEALTH SYSTEMS, INC. WILLOWBROOK HOME HEALTH CARE AGENCY, INC. WILLOWBROOK HOSPICE, INC.
DOCTOR'S CHOICE HOLDINGS, LLC SIMONE HEALTH CARE, LLC DOCTOR'S CHOICE HOME CARE, LLC
FLORIDA HOMECARE SPECIALISTS OF CITRUS LLC NURSING PLUS, LLC
TIMELESS HOME CARE, LLC SLHHA HOLDINGS, LLC
SAVING LIVES HOME HEALTH AGENCY, LLC
XXXX & XXXXXX, INC. XXXXXX, INC.
XXXXX & XXXXX, INC. ACCREDITED FMS, INC.
ACCREDITED RESPITE SERVICES, INC. COMFORT CARE HOME HEALTH SERVICES, LLC COMFORT CARE HOSPICE, L.L.C.
PREMIER MEDICAL HOUSECALL, LLC COMFORT CARE COSTAL HOME HEALTH, LLC
COMFORT CARE HOME HEALTH OF NORTH ALABAMA, LLC COMFORT CARE HOME HEALTH OF NORTHEAST ALABAMA, LLC COMFORT CARE HOME HEALTH OF WEST ALABAMA, LLC COMFORT CARE COASTAL HOSPICE, LLC
COMFORT CARE HOSPICE OF MIDDLE TENNESSEE, LLC SHEPHERDCARE HOSPICE LLC
By: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Chief Financial Officer
[Signature Page to Amendment]