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8-K - 8-K - COMPUTER PROGRAMS & SYSTEMS INCcpsi8-k2x14x18.htm
Exhibit 10.1




THIRD AMENDMENT

Dated as of February 8, 2018

to the

CREDIT AGREEMENT

dated as of January 8, 2016

among

COMPUTER PROGRAMS AND SYSTEMS, INC.
as Borrower,

CERTAIN Subsidiaries OF THE BORROWER
PARTY HERETO FROM TIME TO TIME,
as Guarantors

THE LENDERS PARTY THERETO,

REGIONS BANK,
as Administrative Agent and Collateral Agent,

COMPASS BANK,
as Syndication Agent

and

HANCOCK BANK,
as Documentation Agent

REGIONS CAPITAL MARKETS,
a division of Regions Bank,
as Sole Lead Arranger and Sole Bookrunner













Exhibit 10.1

THIRD AMENDMENT

THIS THIRD AMENDMENT (this “Amendment”) dated as of February 8, 2018 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 (the “Incremental Lenders”), 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 notified the Administrative Agent that pursuant to Section 2.1(d) of the Credit Agreement the Incremental Lenders have agreed to increase the Revolving Commitments in the amount of $5,000,000 (the “Incremental Facility”).

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.    Amendments to the Credit Agreement.

2.1.    This Amendment is an Incremental Facility Amendment.

2.2.    Subject to the terms and conditions provided herein, the Incremental Facility is established pursuant to Section 2.1(d) of the Credit Agreement.

2.3    Each Incremental Lender agrees that its Revolving Commitment is increased by the amount set forth on Appendix A hereto.

2.4.    Immediately after giving effect to this Incremental Facility Amendment, each Incremental Lender shall make Revolving Loans on the date hereof, the proceeds of which may be used by the Administrative Agent to repay Revolving Loans of each other Lender, in each case, in an amount necessary such that after giving effect thereto each Lender holds its ratable portion of the outstanding Revolving Loans and the Borrower shall pay any amounts required pursuant to Section 3.1(c) of the Credit Agreement as a result of any such prepayment of Revolving Loans.

2.5    Immediately after giving effect to this Incremental Facility Amendment, each Lender with a Revolving Commitment (including each Incremental Lender) is deemed to have purchased from (x) the Issuing Bank a participation in each outstanding Letter of Credit issued by the Issuing Bank in an amount equal to the product of such Lender’s Revolving Commitment Percentage times the amount of such Letter of Credit and (y) the Swingline Lender a participation in each outstanding Swingline Loan in an amount equal to the product of such Lender’s Revolving Commitment Percentage times the amount of such Swingline Loan.



Exhibit 10.1

2.6    In the definition of “Aggregate Revolving Commitments” in Section 1.1 of the Credit Agreement, the second sentence is amended to read as follows:

The aggregate principal amount of the Aggregate Revolving Commitments in effect on the effective date of the Third Amendment to this Agreement is FIFTY MILLION DOLLARS ($50,000,000).

2.7    In the definition of “Revolving Commitment” in Section 1.1 of the Credit Agreement, the last sentence is amended to read as follows:

The aggregate principal amount of the Revolving Commitments in effect on the effective date of the Third Amendment to this Agreement is FIFTY MILLION DOLLARS ($50,000,000).
 
3.     Conditions Precedent. This Amendment shall become effective as of the date hereof upon satisfaction of each of the following conditions precedent in each case in a manner reasonably satisfactory to the Administrative Agent:

3.1.    Amendment. Receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by an Authorized Officer of each Credit Party, each Incremental Lender and the Administrative Agent.

3.2    Opinions of Counsel. Receipt by the Administrative Agent of customary opinions of counsel for each of the Credit Parties, including, among other things, opinions regarding the due authorization, execution and delivery of this Amendment and the enforceability hereof.

3.3.    Resolutions; Good Standings. Receipt by the Administrative Agent of the following:

(a)    such certificates of resolutions or other action, incumbency certificates and/or other certificates of an Authorized Officer of each Credit Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Authorized Officer thereof authorized to act as an Authorized Officer in connection with this Amendment; and

(b)     such documents and certifications as the Administrative Agent may reasonably require to evidence that each Credit Party is duly organized or formed, and is validly existing, in good standing and qualified to engage in business in its state of organization or formation..

3.5.    Fees and Expenses. The Administrative Agent shall have confirmation that all reasonable out-of-pocket fees and expenses required to be paid on or before the date hereof have been paid, including the reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent.

For purposes of determining compliance with the conditions specified in this Section 4, each Lender that has signed this Amendment shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed effectiveness specifying its objection thereto.







Exhibit 10.1

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.    Pro Forma Compliance. Attached hereto as Appendix B are calculations demonstrating that the Borrower is in compliance, on a Pro Forma Basis after giving effect to the incurrence of the Incremental Facility, with the financial covenants set forth in clauses (a) and (b) of Section 8.8, recomputed as of the last day of the most recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to Section 7.1 of the Credit Agreement.

7.    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.

8.    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.

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

10.    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.

11.    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]







Exhibit 10.1



IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed as of the date first written above.
BORROWER:
COMPUTER PROGRAMS AND SYSTEMS, INC.,
a Delaware corporation
By: /s/ J. Boyd Douglas         
Name: J. Boyd Douglas
Title: CEO
Guarantors:
TRUBRIDGE, LLC,
a Delaware limited liability company

By: Computer Programs and Systems, Inc.
Its: Managing Member
By: /s/ J. Boyd Douglas         
Name: J. Boyd Douglas
Title: CEO
EVIDENT, LLC,
a Delaware limited liability company

By: Computer Programs and Systems, Inc.
Its: Managing Member
By: /s/ J. Boyd Douglas         
Name: J. Boyd Douglas
Title: CEO
HEALTHLAND HOLDING INC.,
a Delaware corporation
By: /s/ J. Boyd Douglas         
Name: J. Boyd Douglas
Title: CEO
HEALTHLAND INC.,
a Minnesota corporation
By: /s/ J. Boyd Douglas         
Name: J. Boyd Douglas
Title: CEO







Exhibit 10.1

AMERICAN HEALTHTECH, INC.,
a Mississippi corporation
By: /s/ J. Boyd Douglas         
Name: J. Boyd Douglas
Title: CEO
RYCAN TECHNOLOGIES, INC.,
a Minnesota corporation
By: /s/ J. Boyd Douglas         
Name: J. Boyd Douglas
Title: CEO




Exhibit 10.1


ADMINISTRATIVE AGENT:
REGIONS BANK
    
    
By: /s/ Steven Dixon         
Name: Steven Dixon
Title: Director

INCREMENTAL LENDER:
REGIONS BANK
    
    
By: /s/ Steven Dixon         
Name: Steven Dixon
Title: Director




Exhibit 10.1


Appendix A

Incremental Revolving Commitments

Lender
Incremental Revolving Commitment
Regions Bank
$5,000,000.00




Exhibit 10.1


Appendix B

Pro Forma Compliance Calculations



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