Amendment No.1, dated as of June26, 2023, to Credit Agreement, dated as of February3, 2022, among ModivCare Inc., the co-syndication agents party thereto, the co-documentation agents party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent
Exhibit 10.1
Execution Version
AMENDMENT NO. 1
Dated as of June 26, 2023
to
CREDIT AGREEMENT
Dated as of February 3, 2022
THIS AMENDMENT NO. 1 (this “Amendment”) is made as of June 26, 2023 by and among, Modivcare, Inc., a corporation organized under the laws of the State of Delaware (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 Credit Agreement, dated as of February 3, 2022, by and among the Borrower, the Lenders and the Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
WHEREAS, the Borrower has requested that the Lenders and the Administrative Agent agree to make certain amendments to the Credit Agreement;
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 Credit Agreement. The parties hereto agree that, effective as of the date of satisfaction of the conditions precedent set forth in Section 2 below, and in reliance on the representations and warranties set forth in Section 3 below, the Credit Agreement is hereby amended (the Credit Agreement as so amended, the “Amended Credit Agreement”) as follows:
(a) Section 6.12 of the Credit Agreement is hereby amended by amending and restating the table that follows the phrase “to be greater than the ratio set forth below under the caption “Maximum Total Net Leverage Ratio” opposite such quarter” with the table set forth below:
| Fiscal Quarters Ending | Maximum Total Net Leverage Ratio |
| March 31, 2022 through December 31, 2022 | 5:50 to 1.00 |
| March 31, 2023 | 5:00 to 1:00 |
| June 30, 2023 through September 30, 2023 | 5:25 to 1:00 |
| December 31, 2023 through March 31, 2024 | 5:00 to 1:00 |
| June 30, 2024 | 4.75 to 1:00 |
| September 30, 2024 and thereafter | 4.50 to 1:00 |
2. Conditions of Effectiveness. The effectiveness of this Amendment (the date of such effectiveness, the “Amendment No. 1 Effective Date”) is subject to the satisfaction of the following conditions precedent:
(a) The Administrative Agent (or its counsel) shall have received counterparts of (i) this Amendment duly executed by the Borrower, each of the Lenders and the Administrative Agent and (ii) the Consent and Reaffirmation attached hereto duly executed by the Subsidiary Guarantors.
(b) The Administrative Agent shall have received payment of the Administrative Agent’s and its affiliates’ fees (as separately agreed in writing with the Borrower) and, to the extent invoiced in reasonable detail at least one Business Day prior to the date hereof, reasonable and documented out-of-pocket expenses (including reasonable fees, charges and expenses of counsel for the Administrative Agent) in connection with this Amendment and the other Loan Documents.
(c) The Administrative Agent shall have received an amendment fee (as separately agreed in writing with the Borrower) for the account of each Lender that consents to this Amendment and delivers it executed signature page hereto by no later than the time and date specified by the Administrative Agent in an amount that has been previously disclosed to the Lenders.
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 are enforceable against the Borrower in accordance with their terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally, (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law and (iii) requirements of reasonableness, good faith and fair dealing.
(b) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Amended Credit Agreement are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect is true and correct in all respects), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect is true and correct in all respects) as of such earlier date.
4. Reference to and Effect on the Credit Agreement.
(a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Amended Credit Agreement.
(b) Each Loan Document and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement (as amended hereby), the other 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 construed in accordance with and governed by the law of the State of New York.
6. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.
7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment and/or any document to be signed in connection with this Amendment and the transactions contemplated hereby shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, 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. As used herein, “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
[Signature Pages Follow]
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.
| MODIVCARE INC.,
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| JPMORGAN CHASE BANK, N.A., individually as a Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent
By: /s/ Melanie Her Title: Vice President |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| TRUIST BANK, as a Lender
By: /s/ Alexandra Korchmar Title: Vice President |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and as an Issuing Bank
By: /s/ Matthew Beltman Title: Director |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender
By: /s/ Philip Tancorra Title: Director
By: /s/ Lauren Danbury Title: Vice President |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| BANK OF AMERICA, N.A., as a Lender
By: /s/ Kenneth Wong Title: Senior Vice President |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| REGIONS BANK, as a Lender
By: /s/ Mark Hardison Title: Managing Director |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| BMO HARRIS BANK N.A., as a Lender
By: /s/ Luis Marquez Title: Vice President |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| CAPITAL ONE NATIONAL ASSOCIATION, as a Lender
By: /s/ Alaina Powers Title: Duly Authorized Signatory |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| KEYBANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Tanille Ingle Title: Vice President |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| MUFG BANK, LTD., as a Lender
By: /s/ Dominic Yung Title: Director |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| JEFFERIES FINANCE LLC, as a Lender
By: /s/ J. Paul McDonnell Title: Managing Director |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
| SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By: /s/ Cindy Hwee Title: Director |
Signature Page to Amendment No. 1 to
Credit Agreement dated as of February 3, 2022
Modivcare, Inc.
CONSENT AND REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy of the foregoing Amendment No. 1 to the Credit Agreement dated as of February 3, 2022 (as amended, restated, supplemented or otherwise modified, the “Credit Agreement”) by and among Modivcare, Inc., a corporation organized under the laws of the State of Delaware, the financial institutions from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”), which Amendment No. 1 is dated as of June 22, 2023 (the “Amendment”). Capitalized terms used in this Consent and Reaffirmation and not defined herein shall have the meanings given to them in the Credit Agreement. Without in any way establishing a course of dealing by the Administrative Agent or any Lender, each of the undersigned consents to the Amendment and reaffirms the terms and conditions of the Credit Agreement and any other Loan Document executed by it and acknowledges and agrees that such Credit Agreement and each and every such Loan Document executed by the undersigned in connection with the Credit Agreement remains in full force and effect and is hereby reaffirmed, ratified and confirmed. All references to the Credit Agreement contained herein and in the above‑referenced documents shall be a reference to the Credit Agreement as so modified by the Amendment.
Dated: June 22, 2023
[Signature Page Follows]
| CIRCULATION, INC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
PROVADO TECHNOLOGIES, LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
NATIONAL MEDTRANS, LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
CALIFORNIA MEDTRANS NETWORK MSO LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
CALIFORNIA MEDTRANS NETWORK IPA LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
FLORIDA MEDTRANS NETWORK MSO LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer |
Signature Page to Consent and Reaffirmation
| FLORIDA MEDTRANS NETWORK LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
METROPOLITAN MEDICAL TRANSPORTATION IPA, LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
TRIMED LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
HEALTH TRANS, INC.
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
RED TOP TRANSPORTATION, INC.
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
RIDE PLUS, LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer |
Signature Page to Consent and Reaffirmation
| SOCRATES HEALTH HOLDINGS, LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
OEP AM, INC.
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
AM INTERMEDIATE HOLDCO, INC.
By: /s/ L. Heath Sampson Title: President, Chief Executive Officer & Secretary
AM HOLDCO, INC.
By: /s/ L. Heath Sampson Title: President, Chief Executive Officer & Secretary
ALL METRO HEALTH CARE SERVICES, INC.
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
ALL METRO MANAGEMENT. AND PAYROLL SERVICES CORPORATION
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer |
Signature Page to Consent and Reaffirmation
| ALL METRO HOME CARE SERVICES, INC.
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
ALL METRO HOME CARE SERVICES OF NEW YORK, INC.
By: /s/ L. Heath Sampson Title: President
CGA HOLDCO, INC.
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
CAREGIVERS AMERICA, LLC
By: /s/ L. Heath Sampson Title: Chief Executive Officer
ARSENS HOME CARE INC.
By: /s/ L. Heath Sampson Title: Chief Executive Officer
HELPING HAND HOME HEALTH CARE AGENCY, INC
By: /s/ L. Heath Sampson Title: Chief Executive Officer |
Signature Page to Consent and Reaffirmation
| MULTICULTURAL HOME CARE INC.
By: /s/ L. Heath Sampson Title: Chief Executive Officer
A & B HOME CARE SOLUTIONS, L.L.C.
By: /s/ L. Heath Sampson Title: Chief Executive Officer
CARE FINDERS TOTAL CARE LLC,
By: /s/ L. Heath Sampson Title: President
VICTORY HEALTH HOLDINGS, LLC,
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
VRI INTERMEDIATE HOLDINGS, LLC
By: /s/ L. Heath Sampson Title: President
VALUED RELATIONSHIPS, INC.
By: /s/ L. Heath Sampson Title: President |
Signature Page to Consent and Reaffirmation
| AT-HOME QUALITY CARE, LLC
By: /s/ L. Heath Sampson Title: Treasurer
PHILADELPHIA HOME CARE AGENCY, INC.
By: /s/ L. Heath Sampson Title: Treasurer
UNION HOME CARE, LLC
By: /s/ L. Heath Sampson Title: Treasurer
A.E. MEDICAL ALERT, INC.
By: /s/ L. Heath Sampson Title: President
ASSOCIATED HOME SERVICES, INC.
By: /s/ L. Heath Sampson Title: President
BARNEY’S MEDICAL ALERT-ERS, INC.
By: /s/ L. Heath Sampson Title: President |
Signature Page to Consent and Reaffirmation
| NEW ENGLAND EMERGENCY RESPONSE SYSTEMS, INC.
By: /s/ L. Heath Sampson Title: President
SAFE LIVING TECHNOLOGIES, LLC
By: /s/ L. Heath Sampson Title: President
HEALTHCOM HOLDINGS, LLC
By: /s/ L. Heath Sampson Title: President
GUARDIAN MEDICAL MONITORING, LLC
By: /s/ L. Heath Sampson Title: President
MODIVCARE SOLUTIONS, LLC
By: /s/ L. Heath Sampson Title: President & Chief Executive Officer
AUDITORY RESPONSE SYSTEMS, INC.
By: /s/ L. Heath Sampson Title: President |
Signature Page to Consent and Reaffirmation
