AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT
Exhibit 4.4
This AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment No. 2”), is dated
as of July 7, 2009, to the First Lien Credit Agreement dated as of November 16, 2006 (as amended by
Amendment No. 1 to First Lien Credit Agreement dated as of March 9, 2007, and as further amended,
supplemented, amended and restated or otherwise modified from time to time, the “Credit
Agreement”), among GA EBS MERGER, LLC, a limited liability company organized under the laws of
Delaware (“Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws
of Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ),
EBS MASTER LLC, a limited liability company organized under the laws of Delaware, the Lenders party
thereto, CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders, as collateral agent, as Swingline Lender and as Issuing Bank.
W I T N E S S E T H:
Whereas, Borrower has requested the changes described below;
Whereas, Section 9.08(b) of the Credit Agreement provides that the Borrower may, with
the consent of the Requisite Lenders, amend the Credit Agreement to affect the change described
below;
Now, Therefore, in consideration of the premises and for other good and valuable
consideration (the receipt and sufficiency of which is hereby acknowledged), the parties hereto
hereby agree as follows:
Section 1. Amendments to Credit Agreement.
(a) Section 1.01 of the Credit Agreement is hereby amended by adding the
following new definitions in appropriate alphabetical order:
“Amendment No. 2 Effective Date”: July, 7 2009.
“H&F Sponsor” means Xxxxxxx & Xxxxxxxx LLC, a Delaware limited liability company.
“Parent” means Emdeon Inc. (formerly known as EBS Acquisition LLC), a Delaware
corporation.
(b) Section 1.01 of the Credit Agreement is hereby amended by deleting clause
(b) of the definition of “Change of Control” in its entirety and replacing it with
the following: “(b) at any time following a Qualified Public Offering, (i) any Person
other than a Permitted Holder, the Parent or a wholly-owned Subsidiary of Parent, whether
singly or in concert with one or more Persons, shall, directly or indirectly, have acquired
or acquire the power to vote or direct the voting of 35% or more, on a fully diluted basis,
of the outstanding Equity Interests of Holdco, and (ii) at such time as the Permitted
Holders do not own, directly or indirectly, in the aggregate, issued and outstanding Equity
Interests of Holdco representing greater voting power than the voting power of such Person
or Persons described in clause (i) above;”
(c) Section 1.01 of the Credit Agreement is hereby amended by deleting “or” at
the end of clause (c) of the definition of “Change of Control.”
(d) Section 1.01 of the Credit Agreement is hereby amended by deleting the
period at the end of clause (d) of “Change of Control” and replacing it with a comma.
(e) Section 1.01 of the Credit Agreement is hereby amended by inserting the
following new clause (e) at the end of “Change of Control”: “(e) at any time Holdco shall
fail to own, directly or indirectly, beneficially and of record, 100% of the issued and
outstanding Equity Interests of the Borrower.”
(f) Section 1.01 of the Credit Agreement is hereby amended by deleting the
definition of “Permitted Holders” in its entirety and replacing it with the following:
““Permitted Holders” means any of (i) the Sponsor, (ii) Controlled Investment Affiliates of
Sponsor, (iii) H&F Sponsor, (iv) Controlled Investment Affiliates of H&F Sponsor and (v) any
members of management, officers, employees or former employees that are equity holders,
directly or indirectly, of Holdco, and any entity through which they may hold their equity
interest.
(g) Section 1.01 of the Credit Agreement is hereby amended by deleting the
definition of “Qualified Public Offering” in its entirety and replacing it with the
following: ““Qualified Public Offering” means any public offering of the common (or other
voting) Equity Interests of Holdco, Parent or any of their direct or indirect parents
pursuant to an effective registration statement (other than a registration statement on Form
X-0, X-0 or any successor or similar form) filed under the Securities Act, raising gross
proceeds (whether to Holdco, Parent or any of their direct or indirect parents, to selling
shareholders or otherwise) of not less than $100,000,000.”
(h) Section 6.11(d) of the Credit Agreement is hereby amended by deleting
such subsection in its entirety and replacing it with the following: “(d) (i) to the
extent actually used by such parent to pay such taxes, costs and expenses, Holdco may make
payments to or on behalf of its parent in an amount sufficient to pay franchise taxes and
other fees required to maintain the legal existence of Holdco (and its direct
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or indirect parent companies) and (ii) Holdco may make payments to or on behalf of its
parent in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and
other expenses and liabilities in the nature of overhead in the ordinary course of business
of such parent (and its parents), in the case of clause (ii) in an aggregate amount not to
exceed (x) prior to a Qualified Public Offering, $1,000,000 and (y) thereafter, $5,000,000,
in each case, in any Fiscal Year.”
Section 2. Conditions Precedent to Effectiveness.
This Amendment No. 2 shall become effective on the date hereof, subject to the satisfaction of
the following:
(a) the Administrative Agent shall have received this Amendment No. 2 duly executed by
the parties hereto;
(b) a fee in an amount set forth in the fee letter dated , 2009 among the Borrower
and Citigroup Global Markets Inc. shall have been paid to Citigroup Global Markets Inc.;
(c) each Lender executing this Amendment shall have received a fee in U.S. dollars
equal to 0.05% of the principal face amount of such Lender’s Revolving Credit Commitment and
outstanding Term Loans;
(d) no Default or Event of Default shall have occurred and be continuing on the date
hereof; and
(e) the representations and warranties set forth in Article III of the Credit Agreement
after giving effect hereto shall be true and correct in all material respects on and as of
the date hereof (except to the extent that such representations and warranties expressly
relate solely to an earlier date).
Section 3. Effect on the Loan Documents.
(a) Except as expressly amended hereby, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby
ratified and confirmed.
(b) The execution, delivery and effectiveness of this Amendment No. 2 shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the
Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or
amendment of any other provision of any of the Loan Documents or for any purpose except as
expressly set forth herein.
(c) This Amendment No. 2 is a Loan Document.
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Section 4. Execution in Counterparts.
This Amendment No. 2 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. Delivery of an executed
counterpart by telecopy or other electronic transmission shall be effective as delivery of a
manually executed counterpart of this Amendment No. 2.
Section 5. Governing Law.
This Amendment No. 2 shall be governed by and construed in accordance with the law of the
State of New York.
Section 6. Successors.
The terms of this Amendment No. 2 shall be binding upon, and shall inure to the benefit of,
the parties hereto and their respective successors and assigns.
Section 7. Waiver of Jury Trial.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT
IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AMENDMENT NO. 2 OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AMENDMENT NO. 2 AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be duly executed by
their respective authorized officers as of the day and year first above written.
| EMDEON BUSINESS SERVICES LLC | ||||
| as Borrower |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Secretary | |||
| MEDIFAX-EDI HOLDING COMPANY, | ||||
| as Additional Borrower |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxx | |||
| Title: | Secretary | |||
[Signature Page to Amendment No. 2]
| CITIBANK, N.A., | ||||
| as Administrative Agent on behalf of the Requisite Lenders and a Lender |
||||
| By: | /s/ Xxxxxx X. Xxxxxxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxxxxxx | |||
| Title: | VP | |||
[Signature Page to Amendment No. 2]
