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EMDEON BUSINESS SERVICES LLC | ||||
By: | /s/ Gregory T. Stevens | |||
Name: | Gregory T. Stevens | |||
Title: | Secretary | |||
MEDIFAX-EDI HOLDING COMPANY | ||||
By: | /s/ Gregory T. Stevens | |||
Name: | Gregory T. Stevens | |||
Title: | Secretary | |||
EBS MASTER LLC | ||||
By: | /s/ Gregory T. Stevens | |||
Name: | Gregory T. Stevens | |||
Title: | EVP, General Counsel & Secretary |
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CITIBANK, N.A., as Agent | ||||
By: | /s/ Caesar Wyszomirski | |||
Name: | Caesar Wyszomirski | |||
Title: | Director |
Advanced Business Fulfillment, LLC | ||||
CareInsite LLC | ||||
Chapin Revenue Cycle Management, LLC | ||||
Claims Processing Service LLC | ||||
Dakota Imaging LLC | ||||
EBS Master LLC | ||||
Emdeon Clinical Services, LLC | ||||
Emdeon FutureVision LLC | ||||
Envoy LLC | ||||
eRx Audit, L.L.C. | ||||
eRx Network, L.L.C. | ||||
ExpressBill LLC | ||||
Healthcare Technology Management Services LLC | ||||
Interactive Payer Network LLC | ||||
IXT Solutions, Inc. | ||||
Kinetra LLC | ||||
MedE America LLC | ||||
MedE America of Ohio LLC | ||||
Medi, Inc. | ||||
MediFAX, Inc. | ||||
MediFAX-EDI Holding Company | ||||
Medifax-EDI Holdings, Inc. | ||||
Medifax-EDI Services, Inc. | ||||
MediFAX-EDI, LLC | ||||
The Sentinel Group Services LLC | ||||
/s/ Gregory T. Stevens | ||||
Name: Gregory T. Stevens | ||||
Title: Secretary |
(which on the Closing Date will be merged with and into
EMDEON BUSINESS SERVICES LLC),
as Borrower,
as Additional Borrower,
as Holdco,
as Administrative Agent, Collateral Agent and Issuing Bank,
and
DEUTSCHE BANK SECURITIES INC.
as Joint Lead Arrangers,
DEUTSCHE BANK SECURITIES INC.
and
BEAR, STEARNS & CO. INC.
as Joint Bookrunner,
as Syndication Agent,
as Documentation Agent
80 Pine Street
New York, New York 10005
Page | ||||||
ARTICLE I | ||||||
DEFINITIONS | ||||||
SECTION 1.01. | Defined Terms | 2 | ||||
SECTION 1.02. | Classification of Loans and Borrowings | 45 | ||||
SECTION 1.03. | Terms Generally | 45 | ||||
SECTION 1.04. | Resolution of Drafting Ambiguities | 46 | ||||
SECTION 1.05. | Certifications | 46 | ||||
SECTION 1.06. | Joint and Several Liability of Borrowers | 46 | ||||
ARTICLE II | ||||||
THE CREDITS | ||||||
SECTION 2.01. | Credit Commitments | 46 | ||||
SECTION 2.02. | Procedure for Borrowing | 47 | ||||
SECTION 2.03. | Conversion and Continuation Options for Loans | 48 | ||||
SECTION 2.04. | Swingline Loans | 49 | ||||
SECTION 2.05. | Optional and Mandatory Prepayments of Loans; Repayments of Loans | 51 | ||||
SECTION 2.06. | Letters of Credit | 55 | ||||
SECTION 2.07. | Repayment of Loans; Evidence of Debt | 59 | ||||
SECTION 2.08. | Interest Rates and Payment Dates | 61 | ||||
SECTION 2.09. | Computation of Interest | 62 | ||||
SECTION 2.10. | Fees | 62 | ||||
SECTION 2.11. | Termination, Reduction or Adjustment of Commitments | 63 | ||||
SECTION 2.12. | Inability to Determine Interest Rate; Unavailability of Deposits; Inadequacy of Interest Rate | 64 | ||||
SECTION 2.13. | Pro Rata Treatment and Payments | 64 | ||||
SECTION 2.14. | Illegality | 65 | ||||
SECTION 2.15. | Requirements of Law | 65 | ||||
SECTION 2.16. | Taxes | 67 | ||||
SECTION 2.17. | Indemnity | 71 | ||||
SECTION 2.18. | Change of Lending Office | 71 | ||||
SECTION 2.19. | Sharing of Setoffs | 71 | ||||
SECTION 2.20. | Assignment of Commitments Under Certain Circumstances | 72 | ||||
SECTION 2.21. | Increase in Commitments | 72 |
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Page | ||||||
ARTICLE III | ||||||
REPRESENTATIONS AND WARRANTIES | ||||||
SECTION 3.01. | Organization, etc. | 75 | ||||
SECTION 3.02. | Due Authorization, Non-Contravention, etc. | 75 | ||||
SECTION 3.03. | Government Approval, Regulation, etc. | 76 | ||||
SECTION 3.04. | Validity, etc. | 76 | ||||
SECTION 3.05. | Financial Information | 76 | ||||
SECTION 3.06. | No Material Adverse Effect | 77 | ||||
SECTION 3.07. | Litigation | 77 | ||||
SECTION 3.08. | Compliance with Laws and Agreements | 77 | ||||
SECTION 3.09. | Subsidiaries | 77 | ||||
SECTION 3.10. | Ownership of Properties | 77 | ||||
SECTION 3.11. | Taxes | 78 | ||||
SECTION 3.12. | Pension and Welfare Plans | 79 | ||||
SECTION 3.13. | Environmental Warranties | 79 | ||||
SECTION 3.14. | Regulations T, U and X | 81 | ||||
SECTION 3.15. | Disclosure; Accuracy of Information; Pro Forma Balance Sheets and Projected Financial Statements | 81 | ||||
SECTION 3.16. | Insurance | 82 | ||||
SECTION 3.17. | Labor Matters | 82 | ||||
SECTION 3.18. | Solvency | 82 | ||||
SECTION 3.19. | Intellectual Property | 82 | ||||
SECTION 3.20. | Security Documents | 83 | ||||
SECTION 3.21. | Anti-Terrorism Laws | 85 | ||||
SECTION 3.22. | Indebtedness | 85 | ||||
SECTION 3.23. | No Burdensome Restrictions | 85 | ||||
SECTION 3.24. | Use of Proceeds | 86 | ||||
ARTICLE IV | ||||||
CONDITIONS | ||||||
SECTION 4.01. | Closing Date | 86 | ||||
SECTION 4.02. | Conditions to Each Credit Event | 89 | ||||
ARTICLE V | ||||||
AFFIRMATIVE COVENANTS | ||||||
SECTION 5.01. | Financial Information, Reports, Notices, etc. | 90 | ||||
SECTION 5.02. | Compliance with Laws, etc. | 93 | ||||
SECTION 5.03. | Maintenance of Properties | 93 | ||||
SECTION 5.04. | Insurance | 93 | ||||
SECTION 5.05. | Books and Records; Visitation Rights; Maintenance of Ratings | 94 |
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Page | ||||||
SECTION 5.06. | Environmental Covenant | 94 | ||||
SECTION 5.07. | Information Regarding Collateral | 95 | ||||
SECTION 5.08. | Existence; Conduct of Business | 96 | ||||
SECTION 5.09. | Casualty and Condemnation | 96 | ||||
SECTION 5.10. | Pledge of Additional Collateral | 96 | ||||
SECTION 5.11. | Further Assurances | 97 | ||||
SECTION 5.12. | Use of Proceeds | 98 | ||||
SECTION 5.13. | Payment of Taxes | 98 | ||||
SECTION 5.14. | Interest Rate Protection | 98 | ||||
SECTION 5.15. | Additional Guarantors | 98 | ||||
SECTION 5.16. | Designation of Unrestricted Subsidiaries | 99 | ||||
SECTION 5.17. | Post-Closing Matters | 99 | ||||
ARTICLE VI | ||||||
NEGATIVE COVENANTS | ||||||
SECTION 6.01. | Indebtedness; Preferred Stock | 100 | ||||
SECTION 6.02. | Liens | 102 | ||||
SECTION 6.03. | Contingent Obligations | 106 | ||||
SECTION 6.04. | Fundamental Changes | 106 | ||||
SECTION 6.05. | Sale of Assets | 107 | ||||
SECTION 6.06. | Investments | 108 | ||||
SECTION 6.07. | Capital Expenditures | 110 | ||||
SECTION 6.08. | Hedging Agreements | 111 | ||||
SECTION 6.09. | Financial Covenants | 111 | ||||
SECTION 6.10. | Clauses Restricting Subsidiary Distributions | 112 | ||||
SECTION 6.11. | Dividends | 113 | ||||
SECTION 6.12. | Transactions with Affiliates | 114 | ||||
SECTION 6.13. | Changes in Fiscal Year | 116 | ||||
SECTION 6.14. | Lines of Business | 116 | ||||
SECTION 6.15. | Amendments to Certain Documents | 116 | ||||
SECTION 6.16. | Prepayments and Amendments of Certain Debt | 116 | ||||
SECTION 6.17. | Negative Pledges | 117 | ||||
SECTION 6.18. | Sales and Leasebacks | 117 | ||||
SECTION 6.19. | Anti-Terrorism Law | 117 | ||||
SECTION 6.20. | Embargoed Person | 118 | ||||
SECTION 6.21. | Anti-Money Laundering | 118 | ||||
ARTICLE VII | ||||||
EVENTS OF DEFAULT | ||||||
SECTION 7.01. | Listing of Events of Default | 118 | ||||
SECTION 7.02. | Action if Bankruptcy | 121 | ||||
SECTION 7.03. | Action if Other Event of Default | 121 |
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Page | ||||||
SECTION 7.04. | Certain Cure Rights | 122 | ||||
SECTION 7.05. | Application of Proceeds | 122 | ||||
ARTICLE VIII | ||||||
THE AGENTS | ||||||
SECTION 8.01. | The Agents | 123 | ||||
ARTICLE IX | ||||||
MISCELLANEOUS | ||||||
SECTION 9.01. | Notices | 127 | ||||
SECTION 9.02. | Survival of Agreement | 128 | ||||
SECTION 9.03. | Binding Effect | 128 | ||||
SECTION 9.04. | Successors and Assigns | 129 | ||||
SECTION 9.05. | Expenses; Indemnity | 132 | ||||
SECTION 9.06. | Right of Setoff | 134 | ||||
SECTION 9.07. | Applicable Law | 134 | ||||
SECTION 9.08. | Waivers; Amendment | 134 | ||||
SECTION 9.09. | Interest Rate Limitation | 138 | ||||
SECTION 9.10. | Entire Agreement | 138 | ||||
SECTION 9.11. | WAIVER OF JURY TRIAL | 138 | ||||
SECTION 9.12. | Severability | 139 | ||||
SECTION 9.13. | Counterparts | 139 | ||||
SECTION 9.14. | Headings | 139 | ||||
SECTION 9.15. | Jurisdiction; Consent to Service of Process | 139 | ||||
SECTION 9.16. | Confidentiality | 140 | ||||
SECTION 9.17. | Fixed Income Direct Website Communications | 140 | ||||
SECTION 9.18. | USA PATRIOT Act Notice | 142 |
ANNEX I | Lenders and Commitments | |
ANNEX II | Lenders and Commitments for Incremental Term B Loans and Commitments | |
EXHIBIT A | Form of Administrative Questionnaire | |
EXHIBIT B | Form of Assignment and Acceptance | |
EXHIBIT C | Form of Borrowing Request | |
EXHIBIT D | Form of Closing Certificate | |
EXHIBIT E | Form of Compliance Certificate | |
EXHIBIT F | Form of Guarantee Agreement | |
EXHIBIT G | Form of Intercompany Note | |
EXHIBIT H | Reserved | |
EXHIBIT I | Reserved | |
EXHIBIT J | Reserved |
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EXHIBIT K-1 | Form of Original Term Note | |
EXHIBIT K-2 | Form of Revolving Note | |
EXHIBIT K-3 | Form of Incremental Term B Note | |
EXHIBIT L | Form of Perfection Certificate | |
EXHIBIT M | Form of Security Agreement | |
EXHIBIT N | Form of Section 2.16 Certificate | |
EXHIBIT O | Form of Solvency Certificate | |
EXHIBIT P | Form of Intercreditor Agreement |
SCHEDULE 1.01(a) | Subsidiary Guarantors | |
SCHEDULE 3.07 | Litigation | |
SCHEDULE 3.09 | Subsidiaries | |
SCHEDULE 3.10(b) | Leased and Owned Real Property, Part I | |
SCHEDULE 3.10(c) | Leased and Owned Real Property, Part II | |
SCHEDULE 3.19(c) | Intellectual Property Matters | |
SCHEDULE 3.20(c) | Mortgage Filing Offices | |
SCHEDULE 5.17 | Post-Closing Matters | |
SCHEDULE 6.01(w) | Existing Indebtedness | |
SCHEDULE 6.02(h) | Existing Liens | |
SCHEDULE 6.06(h) | Existing Investments | |
SCHEDULE 6.12(f) | Affiliate Transactions |
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Eurodollar | ABR | |||||||
Spread | Spread | |||||||
Revolving Loans | 2.25 | % | 1.25 | % | ||||
Original Term Loans | 2.25 | % | 1.25 | % | ||||
Incremental Term B Loans | 3.00 | % | 2.00 | % |
Revolving Loans | ||||||||
Total Leverage Ratio | Eurodollar Spread | ABR Spread | ||||||
≥5.0:1 | 2.25 | % | 1.25 | % | ||||
<5.0:1 but ≥4.5:1 | 2.00 | % | 1.00 | % | ||||
<4.5:1 but ≥4.0:1 | 1.75 | % | 0.75 | % | ||||
<4.0:1 | 1.50 | % | 0.50 | % |
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Total Leverage Ratio | Commitment Fee Percentage | |
≥4.0:1 | 0.50% | |
<4.0:1 | 0.375% |
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(a) | any issuance or borrowing of any debt securities (including debt securities convertible into, or exchangeable or exercisable for, Equity Interests) or loans by Holdco, Borrower or any Subsidiary; |
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Original Term Loan Installment Payment Date | Installment Amount | |||
March 31, 2007 | $ | 1,887,500.00 | ||
June 30, 2007 | $ | 1,887,500.00 | ||
September 30, 2007 | $ | 1,887,500.00 | ||
December 31, 2007 | $ | 1,887,500.00 | ||
March 31, 2008 | $ | 1,887,500.00 | ||
June 30, 2008 | $ | 1,887,500.00 | ||
September 30, 2008 | $ | 1,887,500.00 | ||
December 31, 2008 | $ | 1,887,500.00 | ||
March 31, 2009 | $ | 1,887,500.00 | ||
June 30, 2009 | $ | 1,887,500.00 | ||
September 30, 2009 | $ | 1,887,500.00 | ||
December 31, 2009 | $ | 1,887,500.00 | ||
March 31, 2010 | $ | 1,887,500.00 |
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Original Term Loan Installment Payment Date | Installment Amount | |||
June 30, 2010 | $ | 1,887,500.00 | ||
September 30, 2010 | $ | 1,887,500.00 | ||
December 31, 2010 | $ | 1,887,500.00 | ||
March 31, 2011 | $ | 1,887,500.00 | ||
June 30, 2011 | $ | 1,887,500.00 | ||
September 30, 2011 | $ | 1,887,500.00 | ||
December 31, 2011 | $ | 1,887,500.00 | ||
March 31, 2012 | $ | 1,887,500.00 | ||
June 30, 2012 | $ | 1,887,500.00 | ||
September 30, 2012 | $ | 1,887,500.00 | ||
December 31, 2012 | $ | 1,887,500.00 | ||
March 31, 2013 | $ | 1,887,500.00 | ||
June 30, 2013 | $ | 1,887,500.00 | ||
September 30, 2013 | $ | 1,887,500.00 | ||
Term Loan Maturity Date | $ | 704,037,500 |
Incremental Term B Installment Payment Date | Installment Amount | |||
December 31, 2010 | $ | 250,000 | ||
March 31, 2011 | $ | 250,000 | ||
June 30, 2011 | $ | 250,000 | ||
September 30, 2011 | $ | 250,000 | ||
December 31, 2011 | $ | 250,000 | ||
March 31, 2012 | $ | 250,000 | ||
June 30, 2012 | $ | 250,000 | ||
September 30, 2012 | $ | 250,000 | ||
December 31, 2012 | $ | 250,000 | ||
March 31, 2013 | $ | 250,000 | ||
June 30, 2013 | $ | 250,000 | ||
September 30, 2013 | $ | 250,000 | ||
Incremental Term Loan B Maturity Date | $ | 97,000,000 |
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Period | Base Amount | |||
January 1, 2007 to December 31, 2007 | $ | 53,000,000 | ||
January 1, 2008 to December 31, 2008 | $ | 37,000,000 | ||
January 1, 2009 to December 31, 2009 | $ | 38,000,000 | ||
January 1, 2010 to December 31, 2010 | $ | 40,000,000 | ||
January 1, 2011 to December 31, 2011 | $ | 41,000,000 | ||
Each Fiscal Year thereafter | $ | 42,000,000 |
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Period | Total Leverage Ratio | |
January 1, 2007 to March 31, 2007 | 6.50 to 1.0 | |
April 1, 2007 to June 30, 2007 | 6.50 to 1.0 | |
July 1, 2007 to September 30, 2007 | 6.50 to 1.0 | |
October 1, 2007 to December 31, 2007 | 6.50 to 1.0 | |
January 1, 2008 to March 31, 2008 | 6.25 to 1.0 | |
April 1, 2008 to June 30, 2008 | 6.00 to 1.0 | |
July 1, 2008 to September 30, 2008 | 5.75 to 1.0 | |
October 1, 2008 to December 31, 2008 | 5.50 to 1.0 | |
January 1, 2009 to March 31, 2009 | 5.25 to 1.0 | |
April 1, 2009 to June 30, 2009 | 5.25 to 1.0 | |
July 1, 2009 to September 30, 2009 | 5.00 to 1.0 | |
October 1, 2009 to December 31, 2009 | 4.50 to 1.0 | |
January 1, 2010 to March 31, 2010 | 4.50 to 1.0 | |
April 1, 2010 to June 30, 2010 | 4.25 to 1.0 | |
July 1, 2010 to September 30, 2010 | 4.00 to 1.0 | |
October 1, 2010 to December 31, 2010 | 3.75 to 1.0 | |
January 1, 2011 to March 31, 2011 | 3.75 to 1.0 | |
April 1, 2011 to June 30, 2011 | 3.50 to 1.0 | |
July 1, 2011 to September 30, 2011 | 3.25 to 1.0 | |
October 1, 2011 to December 31, 2011 | 3.00 to 1.0 | |
January 1, 2012 to March 31, 2012 | 3.00 to 1.0 | |
April 1, 2012 to June 30, 2012 | 3.00 to 1.0 | |
July 1, 2012 to September 30, 2012 | 3.00 to 1.0 | |
October 1, 2012 to December 31, 2012 | 3.00 to 1.0 | |
Thereafter | 3.00 to 1.0 |
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Consolidated Interest | ||
Period | Coverage Ratio | |
January 1, 2007 to March 31, 2007 | 1.75 to 1.0 | |
April 1, 2007 to June 30, 2007 | 1.75 to 1.0 | |
July 1, 2007 to September 30, 2007 | 1.75 to 1.0 | |
October 1, 2007 to December 31, 2007 | 1.75 to 1.0 | |
January 1, 2008 to March 31, 2008 | 1.75 to 1.0 | |
April 1, 2008 to June 30, 2008 | 1.75 to 1.0 | |
July 1, 2008 to September 30, 2008 | 1.85 to 1.0 | |
October 1, 2008 to December 31, 2008 | 2.00 to 1.0 | |
January 1, 2009 to March 31, 2009 | 2.00 to 1.0 | |
April 1, 2009 to June 30, 2009 | 2.00 to 1.0 | |
July 1, 2009 to September 30, 2009 | 2.25 to 1.0 | |
October 1, 2009 to December 31, 2009 | 2.40 to 1.0 | |
January 1, 2010 to March 31, 2010 | 2.40 to 1.0 | |
April 1, 2010 to June 30, 2010 | 2.50 to 1.0 | |
July 1, 2010 to September 30, 2010 | 2.50 to 1.0 | |
October 1, 2010 to December 31, 2010 | 2.85 to 1.0 | |
January 1, 2011 to March 31, 2011 | 3.00 to 1.0 | |
April 1, 2011 to June 30, 2011 | 3.15 to 1.0 | |
July 1, 2011 to September 30, 2011 | 3.30 to 1.0 | |
October 1, 2011 to December 31, 2011 | 3.50 to 1.0 | |
January 1, 2012 to March 31, 2012 | 3.50 to 1.0 | |
April 1, 2012 to June 30, 2012 | 3.50 to 1.0 | |
July 1, 2012 to September 30, 2012 | 3.50 to 1.0 | |
October 1, 2012 to December 31, 2012 | 3.50 to 1.0 | |
January 1, 2013 to the Final Maturity Date | 3.50 to 1.0 |
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GA EBS MERGER, LLC, as Borrower | ||||
By: | ||||
Name: | ||||
Title: |
MEDIFAX — EDI HOLDING COMPANY, as Additional Borrower | ||||
By: | ||||
Name: | ||||
Title: |
EBS MASTER LLC, as Holdco | ||||
By: | ||||
Name: | ||||
Title: |
S-1
CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger and Joint Bookrunner | ||||
By: | ||||
Name: | ||||
Title: | ||||
CITIBANK, N.A., as Administrative Agent, Collateral Agent, Issuing Bank and Lender | ||||
By: | ||||
Name: | ||||
Title: |
S-2
DEUTSCHE BANK SECURITIES INC., as Joint Lead Arranger and Joint Bookrunner | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Syndication Agent and Lender | ||||
By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: |
S-3
BEAR, STEARNS & COMPANY INC., as Joint Bookrunner | ||||
By: | ||||
Name: | ||||
Title: | ||||
BEAR STEARNS CORPORATE LENDING INC., as Documentation Agent and Lender | ||||
By: | ||||
Name: | ||||
Title: |
S-4
Lender | Term Commitment | Revolving Commitment | ||||||
Citicorp North America, Inc. | $ | 302,000,000 | $ | 20,000,000 | ||||
Address for Notices: | ||||||||
390 Greenwich St. | ||||||||
New York, New York 10013 | ||||||||
Attention: Suzanne Crymes | ||||||||
Fax: 646 291 1621 | ||||||||
Deutsche Bank Trust Company Americas | $ | 302,000,000 | $ | 20,000,000 | ||||
Address for Notices: | ||||||||
60 Wall Street | ||||||||
New York, New York 10007 | ||||||||
Attention: Patricia Ciocco | ||||||||
Fax: 201 593 2309 | ||||||||
Bear Stearns Corporate Lending Inc. | $ | 151,000,000 | $ | 10,000,000 | ||||
Address for Notices: | ||||||||
383 Madison Avenue | ||||||||
New York, New York 10179 | ||||||||
Attention: Santiago Caraballo | ||||||||
Fax: 212 272 9184 |
S-1
Lender | Incremental Term B Commitment | |||
Citicorp North America, Inc. | $ | [ ] | ||
Address for Notices: | ||||
390 Greenwich St. | ||||
New York, New York 10013 | ||||
Attention: Suzanne Crymes | ||||
Fax: 646 291 1621 |
S-1
ADMINISTRATIVE QUESTIONNAIRE
Agent Address: Citibank, N.A. | Return form to: Carl Cho | |||
390 Greenwich Street | Facsimile: (866) 492-5916 | |||
New York, New York 10013 | E-Mail: carl.cho@citigroup.com |
• | Signing First Lien Credit Agreemento Yes o No | ||
• | Coming in via Assignmento Yes o No |
Domestic Address | Eurodollar Address | |
A-1
Primary Credit Contact | Secondary Credit Contact | |||
Name: | ||||
Company: | ||||
Title: | ||||
Address: | ||||
Telephone: | ||||
Facsimile: | ||||
E-Mail Address: | ||||
Primary Operations Contact | Secondary Operations Contact | |||
Name: | ||||
Company: | ||||
Title: | ||||
Address: | ||||
Telephone: | ||||
Facsimile: | ||||
E-Mail Address: | ||||
Bid Contact | L/C Contact | |||
Name: | ||||
Company: | ||||
Title: | ||||
Address: | ||||
Telephone: | ||||
Facsimile: | ||||
E-Mail Address: | ||||
A-2
Bank Name: | ||
ABA/Routing No.: | ||
Account Name: | ||
Account No.: | ||
FCC Account Name: | ||
FCC Account No.: | ||
Attention: | ||
Reference: | ||
Currency: | ||
Bank Name: | ||
Swift/Routing No.: | ||
Account Name: | ||
Account No.: | ||
FCC Account Name: | ||
FCC Account No.: | ||
Attention: | ||
Reference: | ||
A-3
Bank Name: | ||
ABA/Routing No.: | ||
Account Name: | ||
Account No.: | ||
FCC Account Name: | ||
FCC Account No.: | ||
Attention: | ||
Reference: | ||
A-4
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ASSIGNMENT AND ACCEPTANCE
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Percentage Assigned of | ||||||||
aggregate Commitments | ||||||||
(set forth, to at least 8 | ||||||||
decimals, as a percentage | ||||||||
of the aggregate | ||||||||
Principal Amount | Commitments of all | |||||||
Class of Interest | Assigned | Lenders thereunder) | ||||||
Revolving Credit Commitment: | $ | % | ||||||
Revolving Loans: | ||||||||
Original Term Loans: | ||||||||
Incremental Term B Loans | ||||||||
Participations in Letters of Credit: | ||||||||
Participations in Swingline Loans: |
B-2
The terms set forth above and on the reverse side hereof are hereby agreed to: | Accepted:* |
, as Assignor | CITIBANK, N.A., | |||||
as Administrative Agent and Swingline Lender |
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: |
Accepted:* | ||||||
, as Assignee | EMDEON BUSINESS SERVICES LLC, | |||||
as Borrower |
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: |
Accepted:* | ||||||
, as Assignee | CITIBANK, N.A., | |||||
as Issuing Bank |
By: | By: | |||||||
Name: | Name: | |||||||
Title: | Title: Representative |
* | To be completed only if consents are required under Section9.04(b) of the Credit Agreement. |
B-3
BORROWING REQUEST
To: |
390 Greenwich Street
New York, NY 10013
(A) Class of Borrowing | [Original Term Loan] [Revolving Loan] [Incremental Term B Loan] | |||
(B) Date of Borrowing (which is a Business Day) | ||||
(C) Currency of Borrowing | U.S. Dollars |
C-1
(D) Principal amount of Borrowing1 | ||||
(E) Type of Borrowing2 | [ABR][Eurodollar] | |||
(F) Interest Period and the last day thereof 3 | ||||
(G) Funds are requested to be disbursed to the following account(s) of applicable Borrower4 | ||||
1 | Each Borrowing shall be in a minimum aggregate principal amount of (i) in the case of a Term Borrowing, $1.0 million or an integral multiple of $500,000 in excess thereof or (ii) in the case of a Revolving Credit Borrowing, $1.0 million or an integral multiple of $500,000 in excess thereof, or if less, the aggregate amount of the then Available Revolving Credit Commitment. | |
2 | Each of the Revolving Loans and Term Loans may from time to time be (i) Eurodollar Loans, (ii) ABR Loans or (iii) a combination thereof, as determined by Borrower and notified to the Administrative Agent in accordance with Sections 2.02 and 2.03 of the Credit Agreement. | |
3 | If borrowing is to be of Eurodollar loans, shall be subject to the definition of “Interest Period” in the Credit Agreement. | |
4 | Specify the location and number of Borrower’s account to which funds are to be disbursed. |
C-2
[GA EBS MERGER, LLC (to be merged with and into EMDEON BUSINESS SERVICES LLC), as Borrower | ||||
By: | ||||
Name: | ||||
Title: | ]5 | |||
[EMDEON BUSINESS SERVICES LLC, as Borrower | ||||
By: | ||||
Name: | ||||
Title: | ]6 | |||
MEDIFAX-EDI HOLDING COMPANY, 7 as Additional Borrower | ||||
By: | ||||
Name: | ||||
Title: | ||||
5 | To be executed by GA EBS Merger, LLC with respect to Borrowings on the Closing Date. | |
6 | To be executed by Emdeon Business Services LLC with respect to Borrowings after the Closing Date. | |
7 | Signature of Additional Borrower required for a Term Borrowing Request. |
C-3
CLOSING CERTIFICATE
D-1
EMDEON BUSINESS SERVICES LLC, | ||||
By: | ||||
Name: | ||||
Title: |
D-2
COMPLIANCE CERTIFICATE
390 Greenwich Street
New York, NY 10013
Attention: Carl Cho
8 | Test Date should be date of most recent financial statements delivered under Section 5.01 of the Credit Agreement. |
E-1
9 | To be provided in connection with financial statement delivered in respect of periods following the Fiscal Quarter ending March 31, 2007. | |
10 | To be provided in connection with financial statement delivered in respect of periods following the Fiscal Quarter ending March 31, 2007. | |
11 | To be provided in connection with annual financial statement deliveries pursuant to Section 5.01(b) only. | |
12 | To be provided in connection with annual financial statement deliveries pursuant to Section 5.01(b) only. |
E-2
IN WITNESS WHEREOF, Borrower has caused this Compliance Certificate to be executed and delivered by its duly authorized Financial Officer on this [ ] day of [ ], 20[ ]. EMDEON BUSINESS SERVICES LLC, as Borrower | ||||
By: | ||||
Name: | ||||
Title: |
E-3
Total Leverage Ratio: Consolidated Indebtedness less Excess Cash to Consolidated EBITDA | ||||
Consolidated Indebtedness as of [ ], 20[ ] | ||||
lessExcess Cash | ||||
Consolidated EBITDA for the four Fiscal Quarter period ended [ ], 200[ ] | ||||
Consolidated Indebtedness to Consolidated EBITDA | [ ]:1.00 | |||
Covenant Requirement for Fiscal Quarter Ending Closest to [ ], 20[ ] | No more than [ ]:1.00 |
E-4
Consolidated Interest Coverage Ratio: Consolidated EBITDA to Consolidated Interest Expense | ||||
Consolidated EBITDA | ||||
Consolidated Interest Expense | ||||
Consolidated EBITDA to Consolidated Interest Expense | [ ]:1.00 | |||
Covenant Requirement | Greater than or equal to [ ]:1.00 |
E-5
Capital Expenditures | $ | |
Covenant Requirement for Period [ ] | No more than $[ ] |
E-6
the sum, without duplication, of: | ||||
Consolidated Net Income adjusted to exclude any amount of gain included in both (x) Consolidated Net Income and (y) Net Proceeds actually applied to the prepayment of the Loans pursuant to Section 2.05(c)(ii) or (iii),plus | ||||
an amount equal to the amount of all non-cash charges (including depreciation, amortization of intangibles, deferred taxes (which may be positive or negative for this purpose) and other non-cash expenses) to the extent deducted in arriving at such Consolidated Net Income,plus | ||||
amounts actually received as reimbursements during such Fiscal Year in respect of expenses deducted from the calculation of Excess Cash Flow for a previous Fiscal Year pursuant to clause (b) of this definition,plus | ||||
the amount by which Consolidated Working Capital in such Fiscal Year decreased;less | ||||
the sum without duplication, of: | ||||
the aggregate amount actually paid in cash by Borrower and its Subsidiaries during such Fiscal Year on account of Capital Expenditures (other than Capital Expenditures to the extent funded with the proceeds of the incurrence of Indebtedness (other than Revolving Loans or loans under any other revolving credit facility) or the issuance of Equity Interests), | ||||
the aggregate amount of payments of principal in respect of any Indebtedness during such Fiscal Year (other than (A) pursuant to Section 2.05(a) or Section 2.05(c)(i), (ii) or (iii), (B) payments of principal in respect of any revolving credit facility to the extent that there is not an equivalent reduction in the commitments in respect of such facility and (C) any repayment of Indebtedness to the extent made with the proceeds of the |
E-7
incurrence of Indebtedness (other than Revolving Loans or loans under any other revolving credit facility) or the issuance of Equity Interests), | ||||
the aggregate amount of Investments (other than Investments among loan parties) made in cash during such Fiscal Year pursuant to Section 6.06, | ||||
to the extent not deducted in arriving at Consolidated Net Income, (A) Permitted Tax Distributions that are paid during such Fiscal Year, and (B) any other amount for taxes or tax distributions actually paid or to be paid in cash by Borrowers or their Subsidiaries during such Fiscal Year or set aside to be paid; provided that any such amount shall not be included in this clause (iv) in respect of more than one Fiscal Year, | ||||
the amount by which Consolidated Working Capital in such Fiscal Year increased, | ||||
any non-cash gains included in determining Consolidated Net Income for such period, | ||||
cash expenditures made in respect of Swap Agreements during such Fiscal Year, to the extent not reflected in the computation of Consolidated Net Income and to the extent made from internally generated funds, | ||||
working capital adjustments and earn-out payments under the Transaction Documents and Permitted Acquisitions (including in respect of entities acquired prior to the Closing Date), in each case to the extent made from internally generated funds, and | ||||
amounts paid in cash during such Fiscal Year on account of items that were accounted for as non-cash reductions in determining Consolidated Net Income in the Prior Fiscal Year. |
E-8
First Lien Guarantee Agreement
F-2
F-3
F-4
F-5
F-6
F-7
F-8
F-9
F-10
F-11
F-12
EBS MASTER LLC, as Parent Guarantor | ||||
By: | ||||
Name: | ||||
Title: | ||||
ADVANCED BUSINESS FULFILLMENT, LLC CAREINSITE LLC CLAIMS PROCESSING SERVICE LLC DAKOTA IMAGING LLC EMDEON CLINICAL SERVICES, LLC ENVOY LLC EXPRESSBILL LLC HEALTHCARE INTERCHANGE LLC ILLINOIS MEDICAL INFORMATION NETWORK LLC IMS-NET OF CENTRAL FLORIDA LLC IMS-NET OF COLORADO LLC IMS-NET OF ILLINOIS LLC INTERACTIVE PAYER NETWORK LLC KINETRA LLC MEDE AMERICA LLC MEDE AMERICA OF OHIO LLC MEDI, INC. MEDIFAX, INC. MEDIFAX-EDI HOLDING COMPANY MEDIFAX-EDI HOLDINGS, INC. MEDIFAX-EDI, LLC MEDIFAX-EDI SERVICES, INC. THINC, L.L.C. THINC ACQUISITION LLC, each as a Subsidiary Guarantor | ||||
By: | ||||
Name: | ||||
Title: | ||||
as of the date first above written:
Citibank, N.A. as Administrative Agent and Collateral Agent | ||||
By: | ||||
Name: | ||||
Title: | ||||
F-14
to
Guarantee Agreement
[Name of Subsidiary Guarantor] | ||||
By: | ||||
Name: | ||||
Title: | ||||
as of the date first above written:
Citibank, N.A. as Administrative Agent and Collateral Agent | ||||
By: | ||||
Name: | ||||
Title: | ||||
F-Exhibit A
INTERCOMPANY NOTE
[ ], 200[ ]
G-1
G-2
G-3
ADVANCED BUSINESS FULFILLMENT, LLC CAREINSITE LLC CLAIMS PROCESSING SERVICE LLC DAKOTA IMAGING LLC EBS MASTER LLC EMDEON BUSINESS SERVICES LLC EMDEON CLINICAL SERVICES, LLC ENVOY LLC EXPRESSBILL LLC GA EBS MERGER LLC HEALTHCARE INTERCHANGE LLC ILLINOIS MEDICAL INFORMATION NETWORK LLC IMS-NET OF CENTRAL FLORIDA LLC IMS-NET OF COLORADO LLC IMS-NET OF ILLINOIS LLC INTERACTIVE PAYER NETWORK LLC KINETRA LLC MEDE AMERICA LLC MEDE AMERICA OF OHIO LLC MEDI, INC. MEDIFAX, INC. MEDIFAX-EDI HOLDING COMPANY MEDIFAX-EDI HOLDINGS, INC. MEDIFAX-EDI, LLC MEDIFAX-EDI SERVICES, INC. THINC, L.L.C. THINC ACQUISITION LLC | ||||
By: | ||||
Name: | ||||
Title: |
G-4
H-6
I-1
J-1
ORIGINAL TERM NOTE
(FIRST LIEN CREDIT AGREEMENT)
$[ ] | New York, New York [Insert date] |
K-1-1
K-1-2
[GA EBS MERGER, LLC (to be merged with and into EMDEON BUSINESS SERVICES LLC), as Borrower | ||||
By: | ||||
Name: | ||||
Title: | ]13 | |||
[EMDEON BUSINESS SERVICES LLC, as Borrower | ||||
By: | ||||
Name: | ||||
Title: | ]14 | |||
MEDIFAX-EDI HOLDING COMPANY, as Additional Borrower | ||||
By: | ||||
Name: | ||||
Title: | ||||
13 | If executed and delivered on the Closing Date. | |
14 | If executed and delivered after the Closing Date. |
K-1-3
Amount of | Amount of ABR | |||||||||||
Amount | Principal of ABR | Loans | Unpaid Principal | |||||||||
Converted to | Loans | Converted to | Balance of ABR | |||||||||
Date | Amount of ABR Loans | ABR Loans | Repaid | Eurodollar Loans | Loans | Notation Made by | ||||||
K-1-4
Interest Period | Amount of | Amount of | ||||||||||||
and Eurodollar Rate | Principal of | Eurodollar Loans | Unpaid Principal | |||||||||||
Amount of | Amount Converted | with | Eurodollar Loans | Converted to | Balance of | Notation | ||||||||
Date | Eurodollar Loans | to Eurodollar Loans | Respect Thereto | Repaid | ABR Loans | Eurodollar Loans | Made by | |||||||
K-1-5
REVOLVING NOTE
[Insert date]
K-2-1
K-2-2
[GA EBS MERGER, LLC (to be merged with and into EMDEON BUSINESS SERVICES LLC), as Borrower | ||||
By: | ||||
Name: | ||||
Title: | ]15 |
[EMDEON BUSINESS SERVICES LLC, as Borrower | ||||
By: | ||||
Name: | ||||
Title: | ]16 | |||
15 | If executed and delivered on the Closing Date. | |
16 | If executed and delivered after the Closing Date. |
K-2-3
Payments | ||||||||||||||||||||||
Unpaid | Name of | |||||||||||||||||||||
Amount and | Principal Balance | Person Making | ||||||||||||||||||||
Type of Loan | Maturity Date | Principal | Interest | of Note | Notation |
K-2-4
INCREMENTAL TERM B NOTE
(FIRST LIEN CREDIT AGREEMENT)
$[ ] | New York, New York [Insert date] |
K-3-1
K-3-2
EMDEON BUSINESS SERVICES LLC, as Borrower | ||||
By: | ||||
Name: | ||||
Title: |
MEDIFAX-EDI HOLDING COMPANY, as Additional Borrower | ||||
By: | ||||
Name: | ||||
Title: |
K-3-3
Amount of | Amount of ABR | |||||||||||
Amount | Principal of ABR | Loans | Unpaid Principal | |||||||||
Converted to | Loans | Converted to | Balance of ABR | |||||||||
Date | Amount of ABR Loans | ABR Loans | Repaid | Eurodollar Loans | Loans | Notation Made by | ||||||
K-3-4
Interest Period | Amount of | Amount of | ||||||||||||
and Eurodollar Rate | Principal of | Eurodollar Loans | Unpaid Principal | |||||||||||
Amount of | Amount Converted | with | Eurodollar Loans | Converted to | Balance of | Notation | ||||||||
Date | Eurodollar Loans | to Eurodollar Loans | Respect Thereto | Repaid | ABR Loans | Eurodollar Loans | Made by | |||||||
K-3-5
PERFECTION CERTIFICATE
L-1
SECURITY AGREEMENT
M-1
[NAME OF LENDER] | ||||
By: | ||||
Name: | ||||
Title: |
N-1
SOLVENCY CERTIFICATE
O-1
EMDEON BUSINESS SERVICES LLC | ||||
By: | ||||
Name: | ||||
Title: | Chief Financial Officer |
O-2
INTERCREDITOR AGREEMENT
P-1
(a) | “Fair Value” | ||
The amount at which the assets (both tangible and intangible), in their entirety, of the Borrower and its Subsidiaries taken as a whole would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act. | |||
(b) | “Present Fair Salable Value” | ||
The amount that could be obtained by an independent willing seller from an independent willing buyer if the assets of the Borrower and its Subsidiaries taken as a whole are sold with reasonable promptness in an arm’s-length transaction under present conditions for the sale of comparable business enterprises insofar as such conditions can be reasonably evaluated. | |||
(c) | “Stated Liabilities” | ||
The recorded liabilities (including contingent liabilities that would be recorded in accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date hereof after giving effect to the consummation of the Chamberlin Acquisition (including the execution and delivery of the Incremental Term B Amendment, the making of the Incremental Term B Loans and the use of proceeds of such Incremental Term B Loans on the date hereof), determined in accordance with GAAP consistently applied. |
(d) | “Identified Contingent Liabilities” | ||
The maximum estimated amount of liabilities reasonably likely to result from pending litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the Chamberlin Acquisition (including the execution and delivery of the Incremental Term B Amendment, the making of the Incremental Term B Loans and the use of proceeds of such Incremental Term B Loans on the date hereof) (including all fees and expenses related thereto but exclusive of such contingent liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of their nature and estimated magnitude by responsible officers of the Borrower. | |||
(e) | “Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as they mature” | ||
For the period from the date hereof through the Final Maturity Date, the Borrower and its Subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the case of contingent liabilities) otherwise become payable. | |||
(f) | “Do not have Unreasonably Small Capital” | ||
For the period from the date hereof through the Final Maturity Date, the Borrower and its Subsidiaries taken as a whole after consummation of the Chamberlin Acquisition (including the execution and delivery of the Incremental Term B Amendment, the making of the Incremental Term B Loans and the use of proceeds of such Incremental Term B Loans on the date hereof) is a going concern and has sufficient capital to ensure that it will continue to be a going concern for such period. |
(a) | I have reviewed the financial statements (including the pro forma financial statements) delivered to the Administrative Agent and each Lender pursuant to Section 5.01(a) and (b) of the Credit Agreement. | ||
(b) | I have knowledge of and have reviewed to my satisfaction the Credit Agreement and the Incremental Term B Amendment. | ||
(c) | As treasurer of the Borrower, I am familiar with the financial condition of the Borrower and its Subsidiaries. |
EMDEON BUSINESS SERVICES LLC | ||||
By: | ||||
Name: | Bob A. Newport, Jr. | |||
Title: | Treasurer | |||