Item 1.01 Entry into a Material Definitive Agreement.
On July 17, 2009, HealthStream, Inc., a Tennessee corporation (the "Company")
entered into the Third Amendment to Loan Agreement, by and between the Company
and SunTrust Bank, a Georgia banking corporation ("SunTrust") in connection with
the revolving credit facility previously extended to the Company by SunTrust
(the "Revolving Credit Facility").
The material terms of the Third Amendment to the Revolving Credit Facility are
as follows:
Maturity:
The maturity date of the Revolving Credit Facility was extended to July 21,
2011.
Collateral and Guarantees:
The obligations under the Revolving Credit Facility are guaranteed by each of
the Company's subsidiaries.
Interest:
The interest rate was changed to LIBOR plus a margin determined in accordance
with a pricing grid.
Fees:
The Company was not subject to any amendment fees, but did incur a 10 basis
point commitment fee and agreed to reimburse SunTrust expenses in connection
with extending the Revolving Credit Facility. The Company's fee for unused funds
was increased from 10 to 25 basis points per annum of the average daily unused
amount of the loan.
Certain Covenants:
The Company is required to meet certain financial tests under the Revolving
Credit Facility. Under the Amendment, the Company is also subject to a Tangible
Net Worth requirement, as defined. The Tangible Net Worth covenant was part of
the original Revolving Credit Facility and was eliminated in a subsequent
amendment. This Third Amendment reinstates the Tangible Net Worth covenant.
The foregoing description of the amendment to the Revolving Credit Facility does
not purport to be complete and is qualified in its entirety by reference to the
Third Amendment to Loan Agreement, which is attached hereto as Exhibit 10.1.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement.
The information under Item 1.01 above is incorporated by reference hereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Third Amendment to Loan Agreement, dated as of July 17, 2009, by and
between HealthStream, Inc., as borrower, and SunTrust Bank, as lender.