THIRD AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.12

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Agreement”) is entered into as of December 1, 2016 by and among BioTelemetry, Inc., a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party” on the signature pages hereof, Healthcare Financial Solutions, LLC, as Agent and as a Lender, and the other Lenders signatory hereto.

W I T N E S S E T H:

WHEREAS, Borrower, the other Credit Parties, Agent and the other Lenders from time to time party thereto are parties to that certain Credit Agreement dated as of December 30, 2014 (as amended, restated, supplemented or modified from time to time, the “Credit Agreement”); unless otherwise defined herein, capitalized terms used herein that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement; and

WHEREAS, the Credit Parties have requested that the Agent and Lenders amend certain provisions of the Credit Agreement, and, subject to the satisfaction of the conditions set forth herein, the Agent and the Lenders signatory hereto are willing to do so, on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

1.                                      Amendments to Credit Agreement.  Upon satisfaction of the conditions set forth in Section 2 hereof, the Credit Agreement is hereby amended as follows:

(a)                                 Section 5.4 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (m) thereto, (ii) replacing the “.” at the end of clause (n) thereto with “; and” and (iii) adding a new section (o) thereto which shall read in its entirety as follows:

“(n) BioTelemetry, Inc. may invest up to $12,000,000 in the aggregate in BioTelemetry Care Management, LLC and Telcare Acquisition, LLC to be used by such parties to purchase the stock of Telcare Medical Supply, Inc. and to purchase certain assets from Telcare, Inc., as long as such amount is used promptly upon receipt thereof by BioTelemetry Care Management, LLC and Telcare Acquisition, LLC, as applicable to consummate the Telcare Acquisition (and BioTelemetry Care Management, LLC and Telcare Acquisition, LLC may consummate the Telcare Acquisition).”

(b)                                 Section 5.5 of the Credit Agreement is hereby amended by (i) deleting the “and” at the end of clause (m) thereto, (ii) replacing the “.” at the end of clause (n) thereto with “; and” and (iii) adding a new section (o) thereto which shall read in its entirety as follows:

“(o) BioTelemetry Care Management, LLC and Telcare Acquisition, LLC may incur (and permit to exist) the Telcare Earnout.”

(c)                                  Section 5.11 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Section 5.11  Restricted Payments.  No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding, or (iii) make any payment on or with respect to the Danish Earnout and the Telcare Earnout (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower, and except that:

(a)                                 the Borrower may redeem from officers, directors and employees Stock and Stock Equivalents provided all of the following conditions are satisfied:

(i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;

(ii) after giving effect to such Restricted Payment, the Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;

(iii) the aggregate Restricted Payments permitted (x) in any Fiscal Year of the Borrower shall not exceed $100,000 and (y) during the term of this Agreement shall not exceed $250,000; and

(iv) after giving effect to such Restricted Payment, Availability is not less than $3,000,000;

(b)                                 dividends by any Subsidiary of the Borrower to any Credit Party;

(c)                                  dividends payable solely in common Stock;

(d)                                 the Borrower may purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent in an aggregate amount not to exceed $1,000,000 in connection with rescinded purchases as a result of an inadvertent failure to register the sale offer and issuance of approximately 1,000,000 shares under its 2008 Employee Stock Purchase Plan with the SEC;

(e)                                  Braemar Manufacturing, LLC or BT ApS may make payments on or with respect to the Danish Earnout provided all of the following conditions are satisfied:

(i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;

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(ii) after giving effect to such Restricted Payment, the Credit Parties are in compliance on a pro forma basis with the covenant set forth in Section 6.2, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; and

(iii) after giving effect to such Restricted Payment, Availability is not less than $3,000,000; and

(f)                                   BioTelemetry, Inc., BioTelemetry Care Management, LLC and Telcare Acquisition, LLC may make payments on or with respect to the Telcare Earnout provided all of the following conditions are satisfied:

(i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;

(ii) after giving effect to such Restricted Payment, the Credit Parties are in compliance on a pro forma basis with the covenant set forth in Section 6.2, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered; and

(iii) after giving effect to such Restricted Payment, Availability is not less than $3,000,000.”

(d)                           Section 11.1 of the Credit Agreement is hereby amended by adding the following definitions in the correct alphabetical order:

““Telcare Earnout” means “earnout” payments made pursuant to Section 1.08 of the Telcare Acquisition Agreement as in effect on December 1, 2016 made to or at the direction of Borrower, after the consummation of the Telcare Acquisition in an aggregate amount not to exceed $5,000,000.”

““Telcare Acquisition” means the acquisition by BioTelemetry Care Management, LLC of substantially all of the equity interests of Telcare Medical Supply, Inc. and the acquisition by Telcare Acquisition, LLC of certain assets from Telcare, Inc., pursuant to that certain Share and Asset Purchase Agreement, dated as of December 1, 2016 by and among Telcare Acquisition, LLC, as assets buyer, BioTelemetry Care Management, LLC, as shares buyer, BioTelemetry, Inc., as parent and Telcare, Inc., as seller  (the “Telcare Acquisition Agreement”), as long as (i) the Borrower has complied with the conditions set forth in clauses (a)-(e) of the definition of Permitted Acquisition with respect to such acquisition, (ii) the total consideration paid or payable for such acquisition (including all transaction costs, Indebtedness incurred, assumed and/or reflected on a consolidated balance sheet of the Credit Parties and their Subsidiaries after giving effect to such Acquisition and the maximum amount of all deferred payments) at the closing thereof does not exceed $12,000,000 and (iii) such acquisition is fully consummated on or prior to December 1, 2016.”

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(e)                            Clause (f) of the definition of “Permitted Acquisition” set forth in Section 11.1 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

“(f) the total consideration paid or payable (including all transaction costs, Indebtedness incurred, assumed and/or reflected on a consolidated balance sheet of the Credit Parties and their Subsidiaries after giving effect to such Acquisition and the maximum amount of all deferred payments) (such amounts, collectively, the “Acquisition Consideration”) for (i) all Acquisitions of the Stock of a Target organized under the laws of any State, or of a Target substantially all of the Property of which is located in States, in the United States or the District of Columbia or of Property which is located within the United States consummated during (x) any Fiscal Year shall not exceed $10,000,000 in the aggregate for all such Acquisitions and (y) the term of this Agreement shall not exceed $20,000,000 in the aggregate for all such Acquisitions and (ii) all Acquisitions other than acquisitions of the Stock of a Target organized under the laws of any State, or of a Target substantially all of the Property of which is located in States, in the United States or the District of Columbia or of Property which is located within the United States consummated during the term of the Agreement shall not exceed $1,000,000 in the aggregate for all such Acquisitions; provided that the Acquisition Consideration paid or payable with respect to the Virtualscopics Acquisition and the Telcare Acquisition shall not be taken into account for determining compliance with this clause (f).”

(f)                             Exhibit 4.2(b) to the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit 4.2(b) hereto.

2.                                      Conditions.  The effectiveness of this Agreement is subject to the satisfaction of the following conditions precedent:

(a)                                 the execution and delivery of this Agreement by each Credit Party, Agent and the Required Lenders; and

(b)                                 Agent shall have received such other documents, opinions or materials reasonably requested by Agent, in form and substance reasonably acceptable to Agent.

3.                                      Representations and Warranties.   Each Credit Party hereby represents and warrants to Agent and each Lender as follows:

(a)                                 the execution, delivery and performance by each of the Credit Parties of this Agreement have been duly authorized by all necessary action, and do not and will not:

(i)                                     contravene the terms of any of that Person’s Organization Documents;

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(ii)                                  conflict with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject; or

(iii)                               violate any material Requirement of Law in any material respect;

(b)                                 such Credit Party has the power and authority to execute, deliver and perform its obligations under this Agreement and the Credit Agreement, as amended hereby;

(c)                                  this Agreement constitutes the legal, valid and binding obligations of each such Person which is a party hereto enforceable against such Person in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability;

(d)                                 after giving effect to this Agreement and the transactions contemplated hereby, each of the representations and warranties contained in the Credit Agreement and the other Loan Documents is true and correct in all material respects on and as of the date hereof as if made on the date hereof (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specific date); and

(e)                                  no Default or Event of Default exists or would result from the transactions contemplated by this Agreement.

4.                                      No Modification.  Except as expressly set forth herein, nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties.  Except as expressly stated herein, the Agent and Lenders reserve all rights, privileges and remedies under the Loan Documents.  Except as amended or consented to hereby, the Credit Agreement and other Loan Documents remain unmodified and in full force and effect.  All references in the Loan Documents to the Credit Agreement shall be deemed to be references to the Credit Agreement as modified hereby. This Agreement shall constitute a Loan Document.

5.                                      Counterparts.  This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.  Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

6.                                      Successors and Assigns.  The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that none of the Credit Parties may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agent.

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7.                                      Governing Law.  The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation, any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest).

8.                                      Severability.  The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

9.                                      Captions.  The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

10.                               Reaffirmation. Each of the Credit Parties as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Credit Party grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Credit Party granted liens on or security interests in any of its property pursuant to any such Loan Document as security for or otherwise guaranteed the Borrower’s Obligations under or with respect to the Loan Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby.  Each of the Credit Parties hereby consents to this Agreement and acknowledges that each of the Loan Documents remains in full force and effect and is hereby ratified and reaffirmed.  The execution of this Agreement shall not operate as a waiver of any right, power or remedy of the Agent or Lenders, constitute a waiver of any provision of any of the Loan Documents or serve to effect a novation of the Obligations.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date set forth above.

Amendment No. 3 to Credit Agreement

Amendment No. 3 to Credit Agreement

Amendment No. 3 to Credit Agreement

Amendment No. 3 to Credit Agreement

Amendment No. 3 to Credit Agreement

Amendment No. 3 to Credit Agreement

EXHIBIT 4.2(b)

TO

CREDIT AGREEMENT

FORM OF COMPLIANCE CERTIFICATE

Date:                , 201

This Compliance Certificate (this “Certificate”) is given by BioTelemetry, Inc., a   Delaware corporation  (the “Borrower”), pursuant to Section 4.2(b) of that certain Credit Agreement dated as of December 30, 2014, among the Borrower, the other Credit Parties party thereto, General Electric Capital Corporation, as administrative agent (in such capacity, “Agent”), and as a Lender, and the additional Lenders party thereto (as such agreement may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).  Capitalized terms used herein without definition shall have the meanings set forth in the Credit Agreement.

The officer executing this Certificate is a Responsible Officer of the Borrower and as such is duly authorized to execute and deliver this Certificate on behalf of the Borrower.  By executing this Certificate, such officer hereby certifies to Agent, the Lenders and the L/C Issuers, on behalf of the Borrower, that:

(a)           the financial statements delivered with this Certificate in accordance with Section 4.1(a) and/or 4.1(b) of the Credit Agreement are correct and complete and fairly present, in all material respects, in accordance with GAAP the financial position and the results of operations of the Borrower and its Subsidiaries as of the dates of and for the periods covered by such financial statements (subject, in the case of interim financial statements, to normal year-end adjustments and the absence of footnote disclosure);

(b)           [Borrower Note: Include this paragraph only with respect to Certificates delivered for the last fiscal month of each Fiscal Quarter] Annex A hereto includes a correct calculation of EBITDA, Adjusted EBITDA, Cash Flow and Net Interest Expense for the relevant periods ended             , 201 ; Annex B includes a correct calculation of each of the financial covenants contained in Section 5.20 and Article VI of the Credit Agreement for the relevant periods ended              , 201 ] [Borrower Note:  Include following re Excess Cash Flow only for Certificate delivered for end of applicable Fiscal Years] [and Excess Cash Flow (including a correct calculation of any required prepayment) for the Fiscal Year ended [December 31, 201_];