Exhibit 10.1


 


Execution Version


 







AMENDMENT NO. 1


 


AMENDMENT NO. 1, dated as of March 8, 2017
(this “Amendment”), by and among HMS Holdings Corp. (the “Borrower”), the subsidiaries of
the Borrower party hereto (the “Guarantors”), and the Lenders (as defined below) party hereto, to the Credit
Agreement referred to below.


 


W I T N E S S E T H:


 


WHEREAS, the Borrower, the Guarantors, the
financial institutions from time to time party thereto (the “Lenders”) and Citibank, N.A., as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”) are parties to that certain Amended and
Restated Credit Agreement dated as of May 3, 2013 (the “Credit Agreement”), pursuant to which the Lenders have
agreed to make, and have made, certain loans and other extensions of credit to the Borrower; and


 


WHEREAS, the Borrower has requested, and the
Lenders and the Administrative Agent have agreed, to amend Section 6.01 of the Credit Agreement as set forth herein.


 


NOW THEREFORE, in consideration of the premises
and mutual covenants hereinafter set forth, the parties hereto agree as follows:


 


 


Section 1.    
Definitions. Unless otherwise defined herein, terms defined in the
Credit Agreement (as amended pursuant to Section 2 below) and used herein shall have the meanings given to them in the Credit
Agreement. 


 


Section 2.    
Amendments. The Credit Agreement is hereby amended, effective as
of the date hereof as follows:


 


(a) The lead-in paragraph to Section 6.01
is hereby amended by deleting the phrase “the Administrative Agent and each Lender” therefrom and inserting in lieu
thereof the following phrase “the Administrative Agent (which shall promptly furnish to each Lender)”.


 


(b) Section 6.01(a) is hereby amended by
inserting the following language immediately following the phrase “within 90 days”:


 


“(or, in the case of the Fiscal Year
ended December 31, 2016, within 180 days)”.


 


(c) Section 6.01(b) is hereby amended by
inserting the following language immediately following the phrase “within 45 days”:


 


“(or, in the case of the fiscal quarter
ending March 31, 2017, simultaneously with the delivery of the audit for the Fiscal Year ended December 31, 2016 as required by
Section 6.01(a) hereof)”


 


(d) The definition of “Arrangers”
is hereby amended by inserting the following language immediately following the phrase “Merrill Lynch, Pierce, Fenner &
Smith Incorporated”:


 


“(or any other registered broker-dealer
wholly owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of
its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the
date of this Agreement)”


 



    

     

    




Section
3.     Effectiveness.
This Amendment shall become effective as of the date first written above upon receipt by the Administrative Agent of duly executed
counterparts signature pages to this Amendment by each the Required Lenders, the Borrower and the Guarantors.


 


Section
4.     Representations and Warranties.
By its execution of this Amendment, each Loan Party hereby represents and warrants (x) that this Amendment has been duly authorized,
executed and delivered by it and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such
Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of
whether enforceability is considered in a proceeding at law or in equity) and (iii) implied covenants of good faith and fair dealing,
(y) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing and (z) all of the representations
and warranties contained in Article IV of the Credit Agreement are true and correct as of the date hereof in all material respects,
unless such representation or warranty relates to a prior date, in which case, such representation and warranty shall be true and
correct in all material respects as of that date.


 


Section
5.     Effect of Amendment.


 


(a)   
Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute
a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or
any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants
or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all
of which are ratified and affirmed in all respects and shall continue in full force and effect (including the Obligations of the
Guarantee under Article III of the Credit Agreement) and the validity of Liens granted by each Loan Party pursuant to the Security
Documents to which it is party. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment,
modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement
or any other Loan Document in similar or different circumstances. This Amendment shall not constitute a novation of the Loan Agreement
or any of the Loan Documents.


 


(b)  
On and after the date hereof, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan
Document shall be deemed a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document”
for all purposes of the Credit Agreement and the other Loan Documents.


 


Section
6.     General.


 


(a)   
GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 10.12 AND 10.13
OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AND SHALL APPLY HERETO.


 


(b)  
Costs and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket
expenses in connection with this Amendment, including the reasonable fees, charges and disbursements of counsel for the Administrative
Agent.


 



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(c)   
Counterparts. This Amendment may be executed by one or more of the parties to this Amendment 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 signature page of this Amendment by email or facsimile transmission shall be effective as delivery of a
manually executed counterpart hereof.


 


(d)  
Headings. The headings of this Amendment are used 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.


 


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left blank]


 


 


 



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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the day and year first
above written.


 


 


	 	HMS HOLDINGS CORP., as Borrower
	 	 	 
	 	 	 
	 	By:	/s/ Jeffrey S. Sherman
	 	Name:	Jeffrey S. Sherman
	 	Title:	EVP, Chief Financial Officer and Treasurer
	 	 	 
	 	 	 
	 	GUARANTORS:
	 	 	 
	 	ALLIED MANAGEMENT GROUP SPECIAL INVESTIGATION UNIT, INC.
	 	 
	 	 	 
	 	By:	/s/ Jeffrey S. Sherman
	 	Name:	Jeffrey S. Sherman
	 	Title:	EVP, Chief Financial Officer and Treasurer
	 	 	 
	 	 	 
	 	ESSETTE, INC.
	 	 
	 	 	 
	 	By: 	/s/ Jeffrey S. Sherman
	 	Name:	Jeffrey S. Sherman
	 	Title:	EVP, Chief Financial Officer and Treasurer
	 	 	 
	 	 	 
	 	HEALTH MANAGEMENT SYSTEMS, INC.
	 	 	 
	 	 	 
	 	By: 	/s/ Jeffrey S. Sherman
	 	Name:	Jeffrey S. Sherman
	 	Title:	EVP, Chief Financial Officer and Treasurer




 



    
	[HMS – Signature Page to Amendment No. 1]





     

    




	 	HEALTHDATAINSIGHTS, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Gary Call
	 	Name:	Gary Call
	 	Title:	Interim President
	 	 	 
	 	 	 
	 	HMS CARE ANALYTICS, INC.
	 	 
	 	 	 
	 	By:	/s/ Jeffrey S. Sherman
	 	Name:	Jeffrey S. Sherman
	 	Title:	EVP, Chief Financial Officer and Treasurer
	 	 	 
	 	 	 
	 	INTEGRIGUARD, LLC
	 	 
	 	 	 
	 	By: 	/s/ Michele Carpenter
	 	Name:	Michele Carpenter
	 	Title:	Senior Vice President
	 	 	 
	 	 	 
	 	PERMEDION, INC.
	 	 	 
	 	 	 
	 	By: 	/s/ Jeffrey S. Sherman
	 	Name:	Jeffrey S. Sherman
	 	Title:	EVP, Chief Financial Officer and Treasurer


 


 






    
	[HMS – Signature Page to Amendment No. 1]





     

    
	 	CITIBANK, N.A.
	 	 	 
	 	 	 
	 	By:	/s/ Alvaro De Velasco
	 	Name:	Alvaro
De Velasco
	 	Title:	Vice
President
	 	 	 
	 	 	 
	 	BANK OF AMERICA, N.A.
	 	 
	 	 	 
	 	By:	/s/ Amie L. Edwards
	 	Name:	Amie
L. Edwards
	 	Title:	Senior
Vice President
	 	 	 
	 	 	 
	 	BRANCH BANKING AND TRUST COMPANY, as Lender
	 	 
	 	 	 
	 	By: 	/s/ Sterling B. Pierce,
III
	 	Name:	Sterling
B. Pierce, III
	 	Title:	Senior
Vice President
	 	 	 
	 	 	 
	 	CITIZENS BANK, N.A.
	 	 	 
	 	 	 
	 	By: 	/s/ Prasanna Manyem
	 	Name:	Prasanna
Manyem
	 	Title:	Vice
President
	 	 	 
	 	 	 
	 	FIFTH THIRD BANK
	 	 	 
	 	 	 
	 	By: 	/s/ Vera B. McEvoy
	 	Name:	Vera
B. McEvoy
	 	Title:	VP
	 	 	 
	 	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By: 	/s/ Gregory T. Martin
	 	Name:	Gregory
T. Martin
	 	Title:	Executive
Director





 



 



    
	[HMS – Signature Page to Amendment No. 1]





     

    
	 	MIZUHO BANK, LTD.
	 	 	 
	 	 	 
	 	By:	/s/ Bertram H. Tang
	 	Name:	Bertram
H. Tang
	 	Title:	Authorized
Signatory
	 	 	 
	 	 	 
	 	MUFG UNION BANK, N.A.
	 	 
	 	 	 
	 	By:	/s/ Scott O’Connell
	 	Name:	Scott
O’Connell
	 	Title:	Director
	 	 	 
	 	 	 
	 	SUNTRUST BANK
	 	 	 
	 	By: 	/s/ Tyler Stephens
	 	Name:	Tyler
Stephens
	 	Title:	Vice
President
	 	 	 
	 	 	 
	 	TD BANK, N.A.
	 	 	 
	 	 	 
	 	By: 	/s/ Shivani Agarwal
	 	Name:	Shivani
Agarwal
	 	Title:	Senior
Vice President
	 	 	 



 








 


 



 




 


 





[HMS – Signature Page to Amendment
No. 1]