FIRST AMENDMENT

EX-10.1 2 a51483012ex10_1.htm EXHIBIT 10.1
Exhibit 10.1
 

FIRST AMENDMENT

THIS FIRST AMENDMENT (this “Amendment”) dated as of December 20, 2016 to the Credit Agreement referenced below is by and among COMPUTER PROGRAMS AND SYSTEMS, INC., a Delaware corporation (the “Borrower”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto, and REGIONS BANKS, as Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H :

WHEREAS, credit facilities have been extended to the Borrower pursuant to the Credit Agreement, dated as of January 8, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among the Borrower, the Guarantors identified therein, the Lenders identified therein, and Regions Bank, as Administrative Agent and Collateral Agent; and

WHEREAS, the Borrower has requested certain modifications to the Credit Agreement, and the Required Lenders have agreed to the requested modifications on the terms set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.            Defined Terms.  Capitalized terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement.

2.            Amendment to the Credit Agreement.  Section 8.8(a) of the Credit Agreement is hereby amended in its entirety to read as follows:
 
(a)            Consolidated Leverage Ratio.  Permit the Consolidated Leverage Ratio as of the end of any Fiscal Quarter of the Borrower to be greater than the ratio corresponding to such fiscal quarter set forth below:

Calendar Year
 
March 31
June 30
September 30
December 31
2016
 
3.50 to 1.0
3.50 to 1.0
3.50 to 1.0
3.50 to 1.0
2017
 
3.50 to 1.0
3.50 to 1.0
3.50 to 1.0
3.00 to 1.0
2018
 
3.00 to 1.0
3.00 to 1.0
3.00 to 1.0
2.50 to 1.0
thereafter
 
2.50 to 1.0
2.50 to 1.0
2.50 to 1.0
2.50 to 1.0

3.            Conditions Precedent.  This Amendment shall be effective upon satisfaction of each of the following conditions precedent:
 
(a)            receipt by the Administrative Agent of counterparts of this Amendment duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent; and
 
(b)            payment by the Borrower to the Administrative Agent, for the account of each Lender that approves this Amendment, of a fee of 10 basis points (0.10%) on the amount of the Revolving Commitment and the Outstanding Amount of Term Loan of such Lender immediately prior to giving effect to this Amendment.
 

 
4.            Amendment is a “Credit Document”.  This Amendment is a Credit Document and all references to a “Credit Document” in the Credit Agreement and the other Credit Documents (including, without limitation, all such references in the representations and warranties in the Credit Agreement and the other Credit Documents) shall be deemed to include this Amendment.

5.            Representations and Warranties; No Default.  Each Credit Party represents and warrants to the Administrative Agent that, on and as of the date hereof, immediately after giving effect to this Amendment, (a) the representations and warranties contained in Section 6 of the Credit Agreement and in the other Credit Documents are true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty is true and correct in all respects) on and as the date hereof, except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (except to the extent such representation or warranty is already qualified by materiality in which case such representation and warranty is true and correct in all respects) as of such earlier date, and (b) no event has occurred and is continuing which constitutes an Event of Default or a Default.

6.            Reaffirmation of Obligations.  Each Credit Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Credit Documents and (c) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not operate to reduce or discharge such Credit Party’s obligations under the Credit Documents.

7.            Reaffirmation of Security Interests.  Each Credit Party (a) affirms that each of the Liens granted in or pursuant to the Credit Documents are valid and subsisting and (b) agrees that this Amendment and all documents, agreements and instruments executed in connection with this Amendment do not in any manner impair or otherwise adversely affect any of the Liens granted in or pursuant to the Credit Documents.

8.            No Other Changes.  Except as modified hereby, all of the terms and provisions of the Credit Documents shall remain in full force and effect.

9.            Counterparts/Facsimile.  This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic imaging means (e.g. “pdf” or “tif” format) shall be effective as delivery of a manually executed counterpart of this Amendment.

10.          Governing Law.  This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York.

 [signature pages follow]
 
2

 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
BORROWER:
COMPUTER PROGRAMS AND SYSTEMS, INC.,
 
a Delaware corporation
 
 
 
 
By:
/s/ Matt J. Chambless
 
Name:
Matt J. Chambless
 
Title:
Chief Financial Officer
 
 
 
GUARANTORS:
TRUBRIDGE, LLC,
 
a Delaware limited liability company
 
 
 
 
By:
Computer Programs and Systems, Inc.
 
Its:
Managing Member
 
 
 
 
By:
/s/ Matt J. Chambless
 
Name:
Matt J. Chambless
 
Title:
Chief Financial Officer
 
 
 
 
EVIDENT, LLC,
 
a Delaware limited liability company
 
 
 
 
By:
Computer Programs and Systems, Inc.
 
Its:
Managing Member
 
 
 
 
By:
/s/ Matt J. Chambless
 
Name:
Matt J. Chambless
 
Title:
Chief Financial Officer
 
 
 
 
HEALTHLAND HOLDING INC.,
 
a Delaware corporation
 
 
 
 
By:
/s/ Matt J. Chambless
 
Name:
Matt J. Chambless
 
Title:
Chief Financial Officer
 
 
 
 
HEALTHLAND INC.,
 
a Minnesota corporation
 
 
 
 
By:
/s/ Matt J. Chambless
 
Name:
Matt J. Chambless
 
Title:
Chief Financial Officer
     
  AMERICAN HEALTHTECH, INC., 
  a Mississippi corporation
     
  By: /s/ Matt J. Chambless
  Name: Matt J. Chambless
  Title:  Chief Financial Officer
 

 
RYCAN TECHNOLOGIES, INC.,
 
a Minnesota corporation
 
 
 
 
By:
/s/ Matt J. Chambless
 
Name:
Matt J. Chambless
 
Title:
Chief Financial Officer
 
 

ADMINISTRATIVE AGENT:
REGIONS BANK
 
 
 
 
By:
/s/ Steven M. Hamil
 
Name:
Steven M. Hamil
 
Title:
Senior Vice President
 
 
 
LENDERS:
REGIONS BANK
 
 
 
 
By:
/s/ Steven M. Hamil
 
Name:
Steven M. Hamil
 
Title:
Senior Vice President
 
 
 
 
WELLS FARGO BANK, N.A.
 
 
 
 
By:
/s/ Akiko Farnsworth
 
Name:
Akiko Farnsworth
 
Title:
Vice President
 
 
 
 
HANCOCK BANK
 
 
 
 
By:
/s/ Edward E. Midyett
 
Name:
Edward E. Midyett
 
Title:
Senior Vice President
 
 
 
 
COMPASS BANK
 
 
 
 
By:
/s/ Mark Taylor
 
Name:
Mark Taylor
 
Title:
Senior Vice President
     
  FIFTH THIRD BANK
     
  By: /s/ Joshua N. Livingston
  Name: Joshua N. Livingston
  Title: Duly Authorized Signatory
     
  KEYBANK NATIONAL ASSOCIATION
     
  By: /s/ David A. Wild
  Name: David A. Wild
  Title: Senior Vice President
     
  SUNTRUST BANK 
     
  By: /s/ Jonathan Hart
  Name: Jonathan Hart
  Title: Vice President
 

 
 
CITIZENS BANK N.A.
 
 
 
 
By:
/s/ Sean J. Lynch
 
Name:
Sean J. Lynch
 
Title:
Managing Director
 
 
 
 
TRUSTMARK NATIONAL BANK
 
 
 
 
By:
/s/ Robert F. Diehl, Jr.
 
Name:
Robert F. Diehl, Jr.
 
Title:
Executive Vice President
     
  BRYANT BANK
     
  By: /s/ Gregory E. Strachan
  Name: Gregory E. Strachan
  Title: President, Baldwin County
     
  SYNOVUS BANK
     
  By: /s/ Charles C. Clark, Jr.
  Name: Charles C. Clark, Jr.
  Title: Director
     
  JPMORGAN CHASE BANK, N.A.
     
  By: /s/ William Horstman
  Name: William Horstman
  Title: Authorized Officer