4.Credit Agreement

In connection with our acquisition of HealthDataInsights (“HDI”) in 2011, we entered into a five-year, revolving and term-secured credit agreement, which we refer to as the 2011 Credit Agreement, with certain financial institutions and Citibank, N.A. as Administrative Agent. In May 2013, we amended and restated the 2011 Credit Agreement and entered into a $500.0 million, five-year, amended and restated revolving credit agreement, which we refer to as the 2013 Credit Agreement. During the nine months ended September 30, 2014 and 2013, we made principal repayments of $35.0 million and $60.0 million, respectively, against our revolving credit facility. During the nine months ended September 30, 2013, we received proceeds from our revolving credit facility of $4.0 million and made principal repayments of $8.8 million against our term loan. The $197.8 million principal balance of our revolving credit facility is due in May 2018.

The 2013 Credit Agreement provides for an initial $500.0 million revolving credit facility, and, under specified circumstances, the revolving credit facility can be increased or one or more incremental term loan facilities can be added, provided that the incremental credit facilities do not exceed in the aggregate the sum of (a) $75.0 million plus (b) an additional amount not less than $25.0 million, so long as our total secured leverage ratio, calculated giving pro forma effect to the requested incremental borrowing and other customary and appropriate pro forma adjustment events, including any permitted acquisitions, is no greater than 2.5:1.0.

The 2013 Credit Agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. The 2013 Credit Agreement requires us to comply, on a quarterly basis, with certain principal financial covenants, including a maximum consolidated leverage ratio reducing from 3.50:1.00 to 3.25:1.00 over the next four years and a minimum interest coverage ratio of 3.00:1.00. As of September 30, 2014, we were in compliance with all of the terms of the 2013 Credit Agreement.

The interest rate applicable to the revolving credit facility are, at our option, either (a) the LIBOR multiplied by the statutory reserve rate plus an interest margin ranging from 1.50% to 2.25% based on our consolidated leverage ratio, or (b) a base rate (which is equal to the greatest of (a) Citibank’s prime rate, (b) the federal funds effective rate plus 0.50% and (c) the one-month LIBOR plus 1.00% plus an interest margin ranging from 0.50% to 1.25% based on our consolidated leverage ratio). The interest rate related to the revolving credit facility as of September 30, 2014 was 2.0%. We pay an unused commitment fee on the revolving credit facility during the term of the 2013 Credit Agreement ranging from 0.375% to 0.50% per annum based on our consolidated leverage ratio.

Our obligations under the 2013 Credit Agreement may be accelerated upon the occurrence of an event of default, which includes customary events of default including, without limitation, payment defaults, failures to perform affirmative covenants, failure to refrain from actions or omissions prohibited by negative covenants, the inaccuracy of representations or warranties, cross-defaults, bankruptcy and insolvency related defaults, defaults relating to judgments, defaults due to certain ERISA related events and a change of control default.

Borrowings under the 2013 Credit Agreement were used to refinance the outstanding principal and unpaid interest of $323.8 million and $1.1 million, respectively, under the term loan facility of the 2011 Credit Agreement. We paid lender fees of $2.9 million in connection with amending and restating the 2011 Credit Agreement.

The interest expense on our revolving credit facility and commitment fees on the unused portion is as follows (in thousands):

	Three months ended				Nine months ended
	September 30,				September 30,
	2014		2013		2014		2013
Interest expense	$	1,011	$	1,757	$	3,175	$	6,712
Commitment fees	$	380	$	255	$	1,085	$	548

At September 30, 2014 and December 31, 2013, the unamortized balance of deferred lender fees and debt issue costs were $7.5 million and $9.0 million, respectively. For the three months ended September 30, 2014 and 2013, we amortized $0.5 million and $0.2 million, respectively, of interest expense related to our deferred lender fees and debt issue costs. For the nine months ended September 30, 2014 and 2013, we amortized $1.6 million and $2.6 million, respectively, of interest expense related to our deferred lender fees and debt issue costs.