THIRD AMENDMENT TO LOAN AGREEMENT

Exhibit 10.1

THIRD AMENDMENT TO LOAN AGREEMENT

     ENTERED INTO by and between HEALTHSTREAM, INC., a Tennessee corporation (the “ Borrower ”), and SUNTRUST BANK, a Georgia state banking corporation (the “ Lender ”), as of this 17 day of July, 2009.

RECITALS:

     1. The Borrower and the Lender entered into a Loan Agreement dated July 21, 2006, as amended by that certain First Amendment to Loan Agreement dated February 16, 2007, and as amended by that certain Second Amendment to Loan Agreement dated July 23, 2007 (as amended, the “ Loan Agreement ”).

     2. The Borrower and the Lender desire to amend the Loan Agreement as provided in this amendment.

     NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Borrower and the Lender agree as follows:

     1.  Section 1.4 of the Loan Agreement is amended and restated in its entirety to read as follows:

     1.4 Borrowing Advances for the Revolving Loan . Except to the extent that the funding of Advances is accomplished through an automated cash management system administered by Lender, Borrower shall request Advances under the Revolving Loan pursuant to an operating account maintained with Lender. The following persons are authorized to request Advances: Robert A. Frist, Jr., Scott A. Roberts, or Gerard M. Hayden, Jr.. Subject to the conditions contained herein, any Advance requested by Borrower and approved by Lender by 12:00 noon (Nashville, Tennessee time) shall be deposited into Borrower’s operating account with Lender within forty-eight (48) hours of the request. Each request by Borrower for an Advance shall constitute a representation and warranty by Borrower, as of the date of the request and as of the date of the Advance that Borrower has complied with the Conditions Precedent set forth in Article III herein and that no Default or Event of Default exists.

     2.  Section 1.5 of the Loan Agreement is amended and restated in its entirety to read as follows:

     1.5 Use of Proceeds . Proceeds of the Revolving Loan shall be used to provide funds for working capital needs, Permitted Acquisitions, and Permitted Stock Repurchase or Redemption Transactions.

     3.  Section 4.10 of the Loan Agreement is amended and restated in its entirety to read as follows:

     4.10 Unused Fee . The Borrower agrees to pay to the Lender an unused fee equal to twenty-five (25) basis points per annum of the average daily unused amount of

the Revolving Loan during the term of the Revolving Loan. Accrued unused fees shall be payable in arrears on the last day of each March, June, September, and December of each year and on the Maturity Date, with such payments to commence September 30, 2009.

     4.  Section 5.8 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     5.8 Financial Covenants .

     (a) Funded Debt to EBITDA . Permit the ratio of (i) the consolidated Funded Debt of Borrower and its Subsidiaries to (ii) EBITDA, as determined on a consolidated basis in accordance with GAAP, to be greater than 2.0 to 1.0, as measured on a rolling four quarter basis beginning September 30, 2009 and calculated as of the last day of each fiscal quarter thereafter.

     (b) Funded Debt to Total Capitalization . Permit (i) the consolidated Funded Debt of Borrower and its Subsidiaries, to exceed (ii) an amount equal to forty percent (40%) of Total Capitalization of Borrower and its Subsidiaries as determined on a consolidated basis.

     (c) Tangible Net Worth . Permit its Tangible Net Worth, as determined on a consolidated basis in accordance with GAAP, at any time to be less than $1.00.

     5.  Section 8.1 of the Loan Agreement is amended to include the definition of “Applicable Rate” to read as follows:

     “ Applicable Rate ” means a variable rate of interest equal to 30 Day LIBOR Rate, plus the number of basis points depicted on the pricing grid set forth below; provided that the Applicable Rate as of July 17, 2009 shall be equal to the 30 Day LIBOR Rate, plus 190 basis points per annum (the “ Initial Applicable Rate ”). The Initial Applicable Rate shall remain effective until the Lender receives the Borrower’s calculation of the Funded Debt to EBITDA Ratio as required by Section 4.1(c) herein for the quarter ending September 30, 2009. Thereafter and on a quarterly basis, the Applicable Rate shall be adjusted to reflect changes to the Funded Debt to EBITDA Ratio as such changes are reported to Lender pursuant to Section 4.1(c) herein. Calculation of the Funded Debt to EBITDA Ratio shall be made on a rolling four quarter basis. Notwithstanding anything contained herein to the contrary, at no time shall the Applicable Rate or the Initial Applicable Rate be calculated and charged at an interest rate less than three percent (3%) per annum. Interest for each year shall be computed on the basis of a year of 360 days for the actual number of days elapsed.

APPLICABLE RATE PRICING GRID

     6. The definition of “EBITDA” as used in Section 8.1 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     “ EBITDA ” means, for any period, for the Borrower and its Subsidiaries, an amount equal to the sum of (a) Net Income for such period plus (b) to the extent deducted in determining Net Income for such period, (i) Interest Expense, (ii) income tax expense, (iii) depreciation and amortization, and (iv) all other non-cash charges (including, but not limited to stock option compensation costs applicable under and calculated in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004) [FAS 123 (revised)] as promulgated by the FASB), minus (c) interest income, determined on a consolidated basis in accordance with GAAP (except for non-cash charges, which are not determ