Amendment No. 1 to Credit Agreement, dated as of May 17, 2022, by and among NextGen Healthcare, Inc., JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto
Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 1
Dated as of May 17, 2022
to
CREDIT AGREEMENT
Dated as of March 12, 2021
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of May 17, 2022 by and among NextGen Healthcare, Inc. (the “Borrower”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Second Amended and Restated Credit Agreement dated as of March 12, 2021 by and among the Borrower, the Lenders from time to time party thereto and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement”; and the Existing Credit Agreement as amended by this Amendment, the “Amended Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Amended Credit Agreement (as defined below).
WHEREAS, the Borrower has requested that the requisite Lenders and the Administrative Agent agree to make certain amendments to the Existing Credit Agreement; and
WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have so agreed on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower, the Lenders party hereto and the Administrative Agent hereby agree to enter into this Amendment.
1.Amendments to the Existing Credit Agreement. Effective as of the Amendment No. 1 Effective Date (as defined below), the Existing Credit Agreement is hereby amended as follows:
(a)The definition of “Restricted Payment Requirements” set forth in Section 1.01 of the Existing Credit Agreement is hereby amended to (i) replace each reference to “Total Leverage Ratio” appearing therein with “Net Leverage Ratio” and (ii) replace each reference to “$11,500,000” appearing therein with “$25,000,000”.
(b)Section 1.01 of the Existing Credit Agreement is amended to (i) delete the definition of “Total Leverage Ratio” therefrom and (ii) add the following defined term thereto in the appropriate alphabetical order: “Amendment No. 1 Effective Date” means May 17, 2022.
(c)Section 1.04(b) of the Existing Credit Agreement is amended to add the following proviso to the end of the first sentence thereof: “; provided that, solely for purposes of determining compliance with the Restricted Payment Requirements in connection with any repurchase by
the Borrower of its common Equity Interests on or about the Amendment No. 1 Effective Date, this clause (ii) shall not apply to the proceeds of any Convertible Debt Securities issued on or about the Amendment No. 1 Effective Date.”
(d)Section 6.07 of the Existing Credit Agreement is hereby amended to (i) delete the word “and” appearing at the end of clause (d) thereof, (ii) replace the period at the end of clause (e) thereof with a semicolon, (iii) add the following as a new clause (f) thereof: “(f) the Borrower may make interest payments due on any Convertible Debt Securities; and”, and (iv) add the following as a new clause (g) thereof: “(g) the Borrower may make Restricted Payments on Convertible Debt Securities if such Restricted Payments are permitted by Section 6.09(c).”
(e)Section 6.09(c) of the Existing Credit Agreement is hereby amended to (i) add the parenthetical “(plus accrued and unpaid interest, if any)” immediately following the phrase “the principal amount” appearing in clause (ii) thereof, (ii) replace the word “and” appearing at the end of clause (ii) thereof with “,”, (iii) replace clause (iii) thereof with “(iii) any such redemption, repurchase, conversion, exchange or settlement made with a combination of an amount of cash not to exceed the principal amount of Convertible Debt Securities incurred pursuant to the terms of this Agreement, Equity Interests (other than Disqualified Stock) and cash in lieu of any fractional shares”, and (iii) add the following as a new clause (iv) thereof: “(iv) any other redemption, repurchase, conversion, exchange or settlement so long as, solely for purposes of this Section 6.09(c)(iv), (x) at the time thereof and immediately after giving effect (including giving effect on a pro forma basis) thereto, (A) no Event of Default has occurred and is continuing or would result therefrom and (B) the Borrower is in pro forma compliance with the financial covenants set forth in Section 6.11 and (y) the aggregate amount of cash and Permitted Investments paid in connection with all such redemptions, repurchases, conversions, exchanges and settlements made in reliance on this Section 6.09(c)(iv) does not exceed the sum of (1) the principal amount of the Convertible Debt Securities plus (2) any payments received by the Borrower or any of its Subsidiaries pursuant to the exercise, settlement or termination of any related Permitted Equity Derivative; provided that, if the Net Leverage Ratio is less than 2.00 to 1.00 both before and immediately after giving effect (including giving effect on a pro forma basis) thereto, such redemption, repurchase, conversion, exchange or settlement shall not be included in such dollar limitation.”
(f)For purposes of determining compliance under Section 6.11(a) of the Amended Credit Agreement for any fiscal quarter of the Borrower ending after the Amendment No. 1 Effective Date, Section 6.11(a) of the Existing Credit Agreement is hereby amended to replace the reference therein to (a) “3.75 to 1.00” with “4.00 to 1.00” and (b) “4.25 to 1.00” with “4.75 to 1.00”.
2.Conditions of Effectiveness. The effectiveness of this Amendment (the “Amendment No. 1 Effective Date”) is subject to the satisfaction of the following conditions precedent:
(a)The Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower and the Required Lenders.
(b)The Borrower shall have paid to the Administrative Agent, for the account of each Lender that delivers its executed signature page to this Amendment by such time and date required by the Administrative Agent, a work fee to each such Lender in an amount equal to $10,000.
(c)The Administrative Agent shall have received payment of the Administrative Agent’s fees and reasonable and documented out-of-pocket expenses (including reasonable and documented out-of-pocket fees and expenses of counsel for the Administrative Agent) in connection with this Amendment for which invoices have been presented on or before the Amendment No. 1 Effective Date to the extent such fees and expenses are invoiced at least three (3) Business Days in advance of the
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Amendment No. 1 Effective Date, or if invoiced thereafter, within thirty (30) days of written demand (including documentation reasonably supporting such request).
3.Representations and Warranties of the Borrower. The Borrower hereby represents and warrants as follows:
(a)This Amendment and the Amended Credit Agreement constitute legal, valid and binding obligations of the Borrower and, in the case of the Amended Credit Agreement, the other Loan Parties party thereto, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.
(b)As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the representations and warranties of the Loan Parties set forth in the Amended Credit Agreement and the other Loan Documents are true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) with the same effect as though made on and as of the date hereof (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date is true and correct in all material respects (or in all respects in the case of any representation and warranty qualified by materiality or Material Adverse Effect) only as of such specified date).
4.Reference to and Effect on the Existing Credit Agreement.
(a)Upon the effectiveness hereof, each reference to the Existing Credit Agreement in the Existing Credit Agreement or any other Loan Document shall mean and be a reference to the Amended Credit Agreement.
(b)On behalf of itself and each of the other Loan Parties, the Borrower hereby (i) agrees that, except as otherwise set forth herein, this Amendment and the transactions contemplated hereby shall not limit or diminish the obligations of the Loan Parties arising under or pursuant to the Loan Documents to which each such Loan Party is a party, (ii) reaffirms all of the Loan Parties’ obligations under the Existing Credit Agreement and the other Loan Documents to which each such Loan Party is a party except as specifically modified herein and (iii) acknowledges and agrees that the Existing Credit Agreement and each other Loan Document executed by each such Loan Party remains in full force and effect and is hereby reaffirmed, ratified and confirmed, in each case, except as specifically modified herein.
(c)Except as set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders or the Administrative Agent under the Existing Credit Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connection therewith.
(d)This Amendment is a Loan Document.
5.Governing Law. This Amendment shall be governed by and construed in accordance with and governed by the law of the State of New York. The parties hereto agree that provisions of Sections 9.09 and 9.10 of the Amended Credit Agreement are hereby incorporated by reference, mutatis mutandis.
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6.Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.
7.Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment that is an Electronic Signature transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be; provided, that, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Lenders shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic Signature, and (ii) upon the request of the Administrative Agent or any Lender, any Electronic Signature shall be promptly followed by a manually executed counterpart.
[Signature Pages Follow]
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
NEXTGEN HEALTHCARE, INC.,
as the Borrower
By:/s/ James R. Arnold, Jr.
Name: James R. Arnold, Jr.
Title: EVP, Chief Financial Officer
Signature Page to Amendment No. 1 to
Second Amended and Restated Credit Agreement dated as of March 12, 2021
NextGen Healthcare, Inc.
JPMORGAN CHASE BANK, N.A.,
individually as a Lender and as Administrative Agent
By: /s/ Ling Li
Name: Ling Li
Title: Executive Director
Signature Page to Amendment No. 1 to
Second Amended and Restated Credit Agreement dated as of March 12, 2021
NextGen Healthcare, Inc.
U.S. BANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Andrew Williams
Name: Andrew Williams
Title: Senior Vice President
Signature Page to Amendment No. 1 to
Second Amended and Restated Credit Agreement dated as of March 12, 2021
NextGen Healthcare, Inc.
BANK OF THE WEST,
as a Lender
By: /s/ Michael Tschida
Name: Michael Tschida
Title: Managing Director
Signature Page to Amendment No. 1 to
Second Amended and Restated Credit Agreement dated as of March 12, 2021
NextGen Healthcare, Inc.
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:/s/ Brandon Moss
Name: Brandon Moss
Title: Vice President
Signature Page to Amendment No. 1 to
Second Amended and Restated Credit Agreement dated as of March 12, 2021
NextGen Healthcare, Inc.
CITY NATIONAL BANK,
as a Lender
By: /s/ Marie-Lou Godinez
Name: Marie-Lou Godinez
Title: Senior Vice President
Signature Page to Amendment No. 1 to
Second Amended and Restated Credit Agreement dated as of March 12, 2021
NextGen Healthcare, Inc.
TRUIST BANK,
as a Lender
By:/s/ Jonathan Hart
Name: Jonathan Hart
Title: Director
Signature Page to Amendment No. 1 to
Second Amended and Restated Credit Agreement dated as of March 12, 2021
NextGen Healthcare, Inc.
PNC BANK, NATIONAL ASSOCIATION (f/k/a BBVA USA),
as a Lender
By: /s/ Jonas R. Berglund
Name: Jonas R. Berglund
Title: Senior Vice President
Signature Page to Amendment No. 1 to
Second Amended and Restated Credit Agreement dated as of March 12, 2021
NextGen Healthcare, Inc.
CITIZENS BANK, N.A.,
as a Lender
By: /s/ Mark Guyeski
Name: Mark Guyeski
Title: Vice President
Signature Page to Amendment No. 1 to
Second Amended and Restated Credit Agreement dated as of March 12, 2021
NextGen Healthcare, Inc.
FIRST-CITIZENS BANK & TRUST COMPANY
(successor by merger to CIT BANK, N.A.,)
as a Lender
By:/s/ Jean-Pierre Knight
Name: Jean-Pierre Knight
Title: Managing Director
Signature Page to Amendment No. 1 to
Second Amended and Restated Credit Agreement dated as of March 12, 2021
NextGen Healthcare, Inc.
