adpt_Ex_10_1


		
			Exhibit 10.1
		

		
			Published CUSIP Numbers:
		

		
			Deal:  31947RAD3
		

		
			Revolver:  31947RAE1
		

		
			Term Loan:  31947RAF8
		

		
			 
		

		
			FIRST AMENDMENT 
		

		
			 
		

		
			TO
		

		
			 
		

		
			CREDIT AGREEMENT
		

		
			 
		

		
			Dated as of October 6, 2015
		

		
			 
		

		
			among
		

		
			 
		

		
			FIRST CHOICE ER, LLC,
		

		
			as the Borrower,
		

		
			 
		

		
			ADEPTUS HEALTH LLC,
		

		
			and
		

		
			CERTAIN OF ITS SUBSIDIARIES PARTY HERETO,
		

		
			as the Guarantors,
		

		
			 
		

		
			BANK OF AMERICA, N.A.,
		

		
			as Administrative Agent, Swing Line Lender and L/C Issuer
		

		
			 
		

		
			and
		

		
			 
		

		
			THE LENDERS PARTY HERETO
		

		
			 
		

		
			 
		

		
			BANK OF MONTREAL
		

		
			and
		

		
			SUNTRUST BANK,
		

		
			as Co-Syndication Agents
		

		
			 
		

		
			REGIONS BANK
		

		
			and
		

		
			FIFTH THIRD BANK, 
		

		
			as Co-Documentation Agents
		

		
			 
		

		
			Arranged By:
		

		
			 
		

		
			MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,
		

		
			BMO CAPITAL MARKETS CORP.
		

		
			and
		

		
			SUNTRUST ROBINSON HUMPHREY, INC.,
		

		
			as Joint Lead Arrangers and Joint Bookrunners
		

		
			 
		

		
			


		 


		

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FIRST AMENDMENT
		

		
			 
		

		
			THIS FIRST AMENDMENT (this “Amendment”) dated as of August 12, 2016 to the Credit Agreement referenced below is by and among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), ADEPTUS HEALTH LLC, a Delaware limited liability company (“Holdings”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, 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 (as amended, modified, supplemented, increased and extended from time to time, the “Credit Agreement”) dated as of October 6, 2015 by and among the Borrower, the Guarantors identified therein, the Lenders identified therein and the Administrative Agent; and
		

		
			 
		

		
			WHEREAS, pursuant to Section 2.16 of the Credit Agreement the Borrower has the right to increase the Aggregate Revolving Commitments subject to the terms and conditions therein; 
		

		
			 
		

		
			WHEREAS, the Borrower has requested an Incremental Revolving Increase; and
		

		
			 
		

		
			WHEREAS, each of the Lenders identified on the signature pages hereto (each an “Incremental Lender”) has agreed to increase its Revolving Commitment on the terms and conditions set forth herein.
		

		
			 
		

		
			NOW, THEREFORE, IN CONSIDERATION of the premises and 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.Increase in Aggregate Revolving Commitments.  The Aggregate Revolving Commitments are increased pursuant to Section 2.16 of the Credit Agreement to $70,000,000.  The Revolving Commitment of each Incremental Lender is increased by the amount set forth opposite such Lender’s name on Exhibit A attached hereto.  Immediately after giving effect to such increase of the Aggregate Revolving Commitments and the increase of each Incremental Lender’s Revolving Commitment as set forth on Exhibit A attached hereto, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from (x) the L/C Issuer a risk participation in each outstanding Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit and (y) the Swing Line Lender a risk participation in each outstanding Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such Swing Line Loan.  If any Revolving Loans are outstanding on the date hereof, each Incremental Lender shall make Revolving Loans, the proceeds of which shall be applied by the Administrative Agent to prepay Revolving Loans of the existing Lenders, in an amount necessary such that after giving effect thereto the outstanding Revolving Loans are held ratably among all of the Lenders with a Revolving Commitment (based on its Applicable Percentage of the Aggregate Revolving Commitments set for opposite such Lender’s name on Exhibit A attached hereto) and the Borrower shall pay any amounts required pursuant to Section 3.05 of the Credit Agreement as a result of any such prepayment of Revolving Loans of existing Lenders.
		

		
			
		

		
			


		 


		

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			3.Amendments to Credit Agreement.  
		

		
			 
		

		
			3.1In Section 1.01 of the Credit Agreement, the definition of “Aggregate Revolving Commitments” is amended in its entirety to read as follows:
		

		
			 
		

		
			“Aggregate Revolving Commitments” means the Revolving Commitments of all the Lenders.  The amount of the Aggregate Revolving Commitments in effect on the effective date of the First Amendment to this Agreement is Seventy Million Dollars ($70,000,000).
		

		
			 
		

		
			3.2Schedule 2.01 to the Credit Agreement (Commitments and Applicable Percentages) is amended in its entirety to read as set forth on Exhibit A hereto.
		

		
			 
		

		
			4.Conditions Precedent.  This Amendment shall become effective as of the date hereof upon the satisfaction of the following conditions precedent:
		

		
			 
		

		
			4.1Amendment.  Receipt by the Administrative Agent of counterparts of this Amendment executed by the Borrower, the Guarantors, the Incremental Lenders and the Administrative Agent. 
		

		
			 
		

		
			4.2Opinion of Counsel.  Receipt by the Administrative Agent of opinions of legal counsel to the Loan Parties in form and substance reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, dated as of the date hereof.
		

		
			 
		

		
			4.3Certified Resolutions.    Receipt by the Administrative Agent of a certificate of each Loan Party dated as of the date hereof signed by a Responsible Officer of such Loan Party certifying and attaching resolutions adopted by the board of directors or equivalent governing body of such Loan Party approving this Amendment.
		

		
			 
		

		
			4.4Closing Certificate.  Receipt by the Administrative Agent of a Pro Forma Compliance Certificate demonstrating that after giving effect to the incurrence of the Incremental Revolving Increase on a Pro Forma Basis (and for purposes of this calculation assuming the Incremental Revolving Increase is fully drawn) (A) the Loan Parties would be in compliance with the financial covenants set forth in Section 7.11 of the Credit Agreement recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) of the Credit Agreement and (B) the Consolidated Net Leverage Ratio would not be greater than 0.25 times less than the maximum Consolidated Net Leverage Ratio permitted under Section 7.11 of the Credit Agreement as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) of the Credit Agreement.
		

		
			 
		

		
			4.5Fees.  Receipt by the Administrative Agent and the Incremental Lenders of any fees required to be paid on or before the Closing Date.   
		

		
			 
		

		
			4.6Attorney Costs.  The Borrower shall have paid all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the date hereof, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent).
		

		
			 
		

		
			5.Amendment is a “Loan Document”.  This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents (including, 


		 


		

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without limitation, all such references in the representations and warranties in the Credit Agreement and the other Loan Documents) shall be deemed to include this Amendment.
		

		
			 
		

		
			6.Representations and Warranties; No Default.  Each Loan Party represents and warrants to the Administrative Agent and each Lender that after giving effect to this Amendment, (a) the representations and warranties of each Loan Party contained in Article V of the Credit Agreement or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects on and as of the date hereof, 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 as of such earlier date, and (b) no Default exists.
		

		
			 
		

		
			7.Reaffirmation of Obligations.  Each Loan Party (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations under the Loan 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 Loan Party’s obligations under the Loan Documents.
		

		
			 
		

		
			8.Reaffirmation of Security Interests.  Each Loan Party (a) affirms that each of the Liens granted in or pursuant to the Loan 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 Loan Documents.
		

		
			 
		

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

		
			 
		

		
			10.Counterparts; Delivery.  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 this Amendment by facsimile or other electronic imaging means shall be effective as an original.
		

		
			 
		

		
			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]
		

		
			 
		

		
			


		 


		

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			IN WITNESS WHEREOF,  the parties hereto have caused this First Amendment to be duly executed as of the date first above written.
		

		
			 
		

		
			BORROWER:FIRST CHOICE ER, LLC, a Texas limited liability company
		

		
			 
		

		
			 
		

		
			By:/s/ Thomas S. Hall
		

		
			Name:Thomas S. Hall
		

		
			Title:Chief Executive Officer
		

		
			 
		

		
			 
		

		
			 
		

		
			GUARANTORS:ADEPTUS HEALTH LLC, a Delaware limited liability company
		

		
			 
		

		
			 
		

		
			By:/s/ Thomas S. Hall
		

		
			Name:Thomas S. Hall
		

		
			Title:Chief Executive Officer
		

		
			 
		

		
			 
		

		
			OPFREE LICENSING LP, a Texas limited partnership
		

		
			OPFREE RE INVESTMENTS, LTD., a Texas limited partnership
		

		
			 
		

		
			By: ECC MANAGEMENT, LLC, a Texas limited liability company, general partner of each of the foregoing companies
		

		
			 
		

		
			By: FIRST CHOICE ER, LLC, a Texas limited liability company, sole member of each of the foregoing companies
		

		
			 
		

		
			 
		

		
			By:/s/ Thomas S. Hall
		

		
			Name:Thomas S. Hall
		

		
			Title:Chief Executive Officer
		

		
			 
		

		
			


		 


		

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GUARANTORS CONTINUED:
		

		
			ADEPTUS HEALTH COLORADO HOLDINGS LLC, a Texas limited liability company
		

		
			ADEPTUS HEALTH MANAGEMENT LLC, a Texas limited liability company
		

		
			ADEPTUS HEALTH PHOENIX HOLDINGS LLC, a Texas limited liability company
		

		
			ADEPTUS HEALTH VENTURES LLC, a Texas limited liability company
		

		
			ADPT DFW HOLDINGS LLC, a Texas limited liability company
		

		
			ADPT HOUSTON HOLDINGS LLC, a Texas limited liability company
		

		
			ADPT NEW ORLEANS HOLDINGS LLC, a Texas limited liability company
		

		
			ADPT-CO MPT HOLDINGS LLC, a Texas limited liability company
		

		
			ADPT-CO RE HOLDINGS LLC, a Texas limited liability company
		

		
			First Texas Hospital Cy-Fair LLC, a Texas limited liability company
		

		
			FTH HOUSTON PARTNERS LLC, a Texas limited liability company
		

		
			 
		

		
			 
		

		
			 
		

		
			By:/s/ Thomas S. Hall
		

		
			Name:Thomas S. Hall
		

		
			Title:Chief Executive Officer
		

		
			


		 


		

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GUARANTORS CONTINUED:
		

		
			CINCO RANCH MEDICAL CENTER LLC, a Texas limited liability company
		

		
			CONVERSE MEDICAL CENTER LLC, a Texas limited liability company
		

		
			CREEKSIDE FOREST MEDICAL CENTER LLC, a Texas limited liability company
		

		
			HELOTES MEDICAL CENTER LLC, a Texas limited liability company
		

		
			NORTHWEST HARRIS COUNTY MEDICAL CENTER LLC, a Texas limited liability company
		

		
			VICTORY LAKES MEDICAL CENTER LLC, a Texas limited liability company
		

		
			 
		

		
			By: FIRST CHOICE ER, LLC, a Texas limited liability company, manager of each of the foregoing companies
		

		
			 
		

		
			 
		

		
			By:/s/ Thomas S. Hall
		

		
			Name:Thomas S. Hall
		

		
			Title:Chief Executive Officer
		

		
			


		 


		

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GUARANTORS CONTINUED:
		

		
			AJNH MEDICAL CENTER LLC, a Texas limited liability company
		

		
			ALVIN MEDICAL CENTER LLC, a Texas limited liability company
		

		
			AUSTIN BRODIE MEDICAL CENTER LLC, a Texas limited liability company
		

		
			BRIAR FOREST-ELDRIDGE MEDICAL CENTER LLC, a Texas limited liability company
		

		
			BRUSHY CREEK MEDICAL CENTER LLC, a Texas limited liability company
		

		
			CENTER STREET DP MEDICAL CENTER LLC, a Texas limited liability company
		

		
			COLONIAL LAKES MEDICAL CENTER LLC, a Texas limited liability company
		

		
			CONROE MEDICAL CENTER LLC, a Texas limited liability company
		

		
			COPPERWOOD MEDICAL CENTER LLC, a Texas limited liability company
		

		
			CULEBRA-TEZEL MEDICAL CENTER LLC, a Texas limited liability company
		

		
			EAGLES NEST MEDICAL CENTER LLC, a Texas limited liability company
		

		
			EAST PFLUGERVILLE MEDICAL CENTER LLC, a Texas limited liability company
		

		
			ECC MANAGEMENT, LLC, a Texas limited liability company
		

		
			FCER MANAGEMENT, LLC, a Texas limited liability company
		

		
			FRIENDSWOOD MEDICAL CENTER LLC, a Texas limited liability company
		

		
			 
		

		
			By: FIRST CHOICE ER, LLC, a Texas limited liability company, sole member of each of the foregoing companies
		

		
			 
		

		
			 
		

		
			By:/s/ Thomas S. Hall
		

		
			Name:Thomas S. Hall
		

		
			Title:Chief Executive Officer
		

		
			


		 


		

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GUARANTORS CONTINUED:
		

		
			GLEANNLOCH FARMS MEDICAL CENTER LLC, a Texas limited liability company
		

		
			HILLIARD MEDICAL CENTER LLC, a Texas limited liability company
		

		
			HOUSTON 9520 JONES MEDICAL CENTER LLC, a Texas limited liability company
		

		
			KATY ER CENTER LLC, a Texas limited liability company
		

		
			KINGWOOD MEDICAL CENTER LLC, a Texas limited liability company
		

		
			KUYKENDAHL MEDICAL CENTER LLC, a Texas limited liability company
		

		
			LA PORTE MEDICAL CENTER LLC, a Texas limited liability company
		

		
			LAKEWOOD FOREST MEDICAL CENTER LLC, a Texas limited liability company
		

		
			LEAGUE CITY MEDICAL CENTER LLC, a Texas limited liability company
		

		
			LOUETTA MEDICAL CENTER LLC, a Texas limited liability company
		

		
			 
		

		
			By: FIRST CHOICE ER, LLC, a Texas limited liability company, sole member of each of the foregoing companies
		

		
			 
		

		
			 
		

		
			By:/s/ Thomas S. Hall
		

		
			Name:Thomas S. Hall
		

		
			Title:Chief Executive Officer
		

		
			


		 


		

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GUARANTORS CONTINUED:
		

		
			OPFREE, LLC, a Texas limited liability company
		

		
			PEARLAND PARKWAY MEDICAL CENTER LLC, a Texas limited liability company
		

		
			PEARLAND SUNRISE MEDICAL CENTER LLC, a Texas limited liability company
		

		
			PFLUGERVILLE MEDICAL CENTER LLC, a Texas limited liability company
		

		
			POTRANCO MEDICAL CENTER LLC, a Texas limited liability company
		

		
			ROSENBERG MEDICAL CENTER LLC, a Texas limited liability company
		

		
			SAN ANTONIO NACOGDOCHES MEDICAL CENTER LLC, a Texas limited liability company
		

		
			SIENNA PLANTATION MEDICAL CENTER LLC, a Texas limited liability company
		

		
			SSH MEDICAL CENTER LLC, a Texas limited liability company
		

		
			STERLING RIDGE MEDICAL CENTER LLC, a Texas limited liability company
		

		
			SUMMERWOOD MEDICAL CENTER LLC, a Texas limited liability company
		

		
			WATERSIDE MEDICAL CENTER LLC, a Texas limited liability company
		

		
			WILDERNESS-HARDY OAK MEDICAL CENTER LLC, a Texas limited liability company
		

		
			 
		

		
			By: FIRST CHOICE ER, LLC, a Texas limited liability company, sole member of each of the foregoing companies
		

		
			 
		

		
			 
		

		
			By:/s/ Thomas S. Hall
		

		
			Name:Thomas S. Hall
		

		
			Title:Chief Executive Officer
		

		
			 
		

		
			 
		

		
			


		 


		

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			GUARANTORS CONTINUED:
		

		
			NATIONAL MEDICAL PROFESSIONALS OF ARIZONA LLC, an Arizona limited liability company
		

		
			 
		

		
			 
		

		
			By:/s/ James M. Muzzarelli
		

		
			Name:James M. Muzzarelli, M.D.
		

		
			Title:President
		

		
			 
		

		
			


		 


		

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			ADMINISTRATIVE AGENT:BANK OF AMERICA, N.A., as Administrative Agent
		

		
			 
		

		
			By:/s/ Darleen R. DiGrazia
		

		
			Name:Darleen R. DiGrazia
		

		
			Title:Vice President
		

		
			INCREMENTAL LENDER:BANK OF AMERICA, N.A.
		

		
			 
		

		
			By:/s/ Mark Hardison
		

		
			Name:Mark Hardison
		

		
			Title:Senior Vice President
		

		
			
		

		
			


		 


		

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			EXHIBIT A 
		

		
			 
		

		
			Revolving Commitments and Applicable Percentages for Revolving Commitments
		

		
			(after giving effect to the First Amendment to the Credit Agreement)
		

		
			 
		

			
					
						Lender

					
					
						Original Revolving Commitment

					
					
						Commitment to Incremental Revolving Increase

					
					
						Revolving Commitment (after giving effect to First Amendment)

					
					
						Applicable Percentage

					
						(Revolving Commitment after giving effect to First Amendment)

				
	
					
						Bank of America, N.A.

					$
8,571,428.56 
					$
20,000,000.00 
					$
28,571,428.56 
					
40.816326514% 
				
	
					
						Bank of Montreal

					$
7,857,142.86 
					
					
						-

					$
7,857,142.86 
					
11.224489800% 
				
	
					
						SunTrust Bank

					$
7,857,142.86 
					
					
						-

					$
7,857,142.86 
					
11.224489800% 
				
	
					
						Regions Bank

					$
7,142,857.14 
					
					
						-

					$
7,142,857.14 
					
10.204081629% 
				
	
					
						Fifth Third Bank

					$
6,428,571.43 
					
					
						-

					$
6,428,571.43 
					
9.183673471% 
				
	
					
						Raymond James Bank, N.A.

					$
5,000,000.00 
					
					
						-

					$
5,000,000.00 
					
7.142857143% 
				
	
					
						LegacyTexas Bank

					$
4,285,714.29 
					
					
						-

					$
4,285,714.29 
					
6.122448986% 
				
	
					
						Goldman Sachs Bank USA

					$
2,857,142.86 
					
					
						-

					$
2,857,142.86 
					
4.081632657% 
				
	
					
						 

					
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Total

					$
50,000,000.00 
					$
20,000,000.00 
					$
70,000,000.00 
					
100.000000000% 
				



		
			 
		

		
			 
		


		 


		

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