Exhibit 10.1






Exhibit 10.1




AMENDMENT NO. 1 AND WAIVER AGREEMENT




AMENDMENT NO. 1 AND WAIVER AGREEMENT (this “Agreement”) dated as of March 30, 2010 to
the Credit Agreement referred to below, among HMS Holdings Corp. (the “Borrower”); each of
the Guarantors identified under the caption “GUARANTORS” on the signature pages hereto; each of the
Lenders identified under the caption “LENDERS” on the signature pages hereto; and JPMorgan Chase
Bank, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative
Agent”).



WHEREAS, the Borrower, the Lenders party thereto (individually, a “Lender” and,
collectively, the “Lenders”), the Guarantors party thereto and the Administrative Agent are
parties to a Credit Agreement dated as of September 13, 2006 (as amended and in effect immediately
prior to the effectiveness of this Agreement, the “Credit Agreement”);



WHEREAS, the Loan Parties have requested the Lenders to agree to certain waivers and
amendments under the Credit Agreement, and accordingly, the parties hereto hereby agree as follows:



Section 1. Definitions. Capitalized terms used in this Agreement and not otherwise
defined are used herein as defined in the Credit Agreement.



Section 2. Amendments. Effective as provided in Section 5 hereof, the Credit
Agreement shall be amended as follows:



2.01. References in the Credit Agreement (including references to the Credit Agreement as
amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”,
“herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.



2.02. Investments and Acquisitions. Section 7.06(g) of the Credit Agreement shall be
amended and restated in its entirety to read as follows:




“(g) Acquisitions after the effective date of Amendment No. 1 hereto dated as of March
30, 2010 by the Borrower or any other Loan Party; provided that (i) the aggregate
consideration (including assumed Indebtedness, but excluding consideration in the form of
Capital Stock of the Borrower) for all such Acquisitions shall not exceed $30,000,000,
(ii) if such Acquisition is an acquisition of Capital Stock of any Person, such Acquisition
shall not be opposed by the board of directors (or similar governing body) of such Person,
(iii) no Default shall have then occurred and be continuing or would result therefrom,
(iv) the requirements of Section 6.11 applicable to such Acquisition shall be satisfied,
(v) after giving effect to such Acquisition on a pro forma basis as if such Acquisition had
occurred on the first day of the most recent period of four consecutive fiscal quarters, the
Borrower would be in pro forma compliance with the Consolidated Leverage Ratio under
Section 7.11(a) and (vi) prior to the consummation of each such Acquisition, the
Administrative Agent shall have received a certificate of a Responsible Officer setting
forth the calculations required to determine compliance with clause (v) above and certifying
that the conditions set forth in this clause (g) with respect to such Acquisition have been
satisfied; and”.



Section 3. Waivers. Effective as provided in Section 5 hereof, the Lenders hereby
waive any Default that may have occurred and be continuing as a result of the Borrower’s default in
the performance of its obligations under Section 7.06(g) of the Credit Agreement with respect to
its fiscal year ended on December 31, 2009.


 

 









 




 



Section 4. Representations and Warranties. The Borrower represents and warrants to
the Administrative Agent and the Lenders that as of the date hereof (a) the representations and
warranties of the Loan Parties set forth in Article IV of the Credit Agreement, as amended hereby,
and of each Loan Party in each of the other Loan Documents to which it is a party, are true and
correct on and as of such date (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, as of such specific date) and (b) (after giving effect to the
waivers under Section 3 hereof) no Default has occurred and is continuing under the Credit
Agreement.



Section 5. Conditions Precedent to Effectiveness. The amendments set forth in
Section 2 hereof and the waivers set forth in Section 3 hereof shall become effective as of the
date hereof upon (a) receipt by the Administrative Agent of one or more counterparts of this
Agreement executed by each Loan Party and the Required Lenders and (b) (subject to the approval of
the Required Lenders under clause (a) above) the payment by the Borrower of an amendment fee in an
aggregate amount of $8,000 to the Administrative Agent for the account of the Lenders that have
approved this Agreement on or prior to 5:00 p.m. (New York time), Tuesday, March 30, 2010, which
fee shall be split equally among such Lenders.



Section 6. Confirmation and Ratification. Each of the Loan Parties hereby confirms
and ratifies all of its respective obligations under the Credit Agreement (as amended hereby) and
the other Loan Documents to which it is a party (including, in the case of each of the Guarantors,
its respective obligations as a guarantor under Article III of the Credit Agreement).



Section 7. Miscellaneous. The Borrower shall pay promptly upon demand all reasonable
expenses incurred by the Administrative Agent (including the reasonable fees, charges and
disbursements of its counsel) in connection with the preparation, negotiation, execution and
delivery of this Agreement and the transactions contemplated hereby. Except as herein provided,
the Credit Agreement shall remain unchanged and in full force and effect. This Agreement may be
executed in any number of counterparts, all of which taken together shall constitute one and the
same agreement and any of the parties hereto may execute this Agreement by signing any such
counterpart. This Agreement shall be governed by, and construed in accordance with, the law of the
State of New York.



[remainder of page intentionally left blank]




AMENDMENT NO. 1


 

- 2 -










 







IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written.



	 	 	 	 	 
	 	HMS HOLDINGS CORP.

 	 
	 	By  	/s/ Walter D. Hosp	 
	 	 	Name:  	Walter D. Hosp 	 
	 	 	Title:  	Senior Vice Pres., Chief Financial Officer	 
	 
	 	GUARANTORS



HEALTH MANAGEMENT SYSTEMS, INC.

 	 
	 	By  	/s/ Walter D. Hosp	 
	 	 	Name:  	Walter D. Hosp	 
	 	 	Title:  	Senior Vice Pres., Chief Financial Officer	 
	 
	 	HMS BUSINESS SERVICES INC.

 	 
	 	By  	/s/ Walter D. Hosp	 
	 	 	Name:  	Walter D. Hosp	 
	 	 	Title:  	Senior Vice Pres., Chief Financial Officer	 
	 
	 	REIMBURSEMENT SERVICES GROUP INC.

 	 
	 	By  	/s/ Walter D. Hosp	 
	 	 	Name:  	Walter D. Hosp	 
	 	 	Title:  	Senior Vice Pres., Chief Financial Officer	 
	 



AMENDMENT NO. 1




 


- 3 -










 






	 	 	 	 	 
	 	LENDERS



JPMORGAN CHASE BANK, N.A.,

individually and as Administrative Agent

 	 
	 	By  	/s/
Jason C. Hand	 
	 	 	Name:  	Jason C. Hand	 
	 	 	Title:  	Vice President	 
	 
	 	BANK OF AMERICA, N.A.

 	 
	 	By  	/s/
Jill J. Hogan	 
	 	 	Name:  	Jill J. Hogan	 
	 	 	Title:  	Vice President	 
	 
	 	CITIZENS BANK OF MASSACHUSETTS

 	 
	 	By  	/s/
David J. Bugbee	 
	 	 	Name:  	David J. Bugbee	 
	 	 	Title:  	Senior Vice President	 
	 
	 	BANK LEUMI USA

 	 
	 	By  	/s/ John Koenigsberg	 
	 	 	Name:  	John Koenigsberg	 
	 	 	Title:  	Senior Vice President	 
	 
	 	By  	/s/
Iris Steinhardt	 
	 	 	Name:  	Iris Steinhardt	 
	 	 	Title:  	Vice President	 



AMENDMENT NO. 1




 

- 4 -