INDENTURE Dated as of August 12, 2015 Among EMDEON INC., as the Issuer, the Guarantors named herein and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar and Paying Agent $250,000,000 6.00% SENIOR NOTES DUE 2021Indenture • August 13th, 2015 • Emdeon Inc. • Services-business services, nec • New York
INDENTURE, dated as of August 12, 2015, among Emdeon Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined herein) named herein and Wilmington Trust, National Association, as Trustee, Transfer Agent, Registrar and Paying Agent.
INDEMNIFICATION AGREEMENT by and between EMDEON INC. and as Indemnitee Dated as of , 20Indemnification Agreement • March 18th, 2013 • Emdeon Inc. • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 20 , by and among Emdeon Inc., a Delaware corporation (the “Company”) and (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
ContractSupplemental Indenture • March 16th, 2015 • Emdeon Inc. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 16, 2015, between Change Healthcare Corporation, a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANZATIONS) among EMDEON INC., H&F ITR HOLDCO, L.P., [BX ITR HOLDCO, L.P.], and GA-H&F ITR HOLDCO, L.P. Dated as of [ ], 2011Tax Receivable Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (REORGANIZATIONS) (this “Agreement”), dated as of [ ], 2011, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), H&F ITR Holdco, L.P., a Delaware limited partnership (the “HF ITR Entity”), [BX ITR Holdco, L.P., a Delaware limited partnership] (the “BX ITR Entity”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto.
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2015 • Emdeon Inc. • Services-business services, nec • Tennessee
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated November 28, 2013, and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and Dr. Kriten Joshi (“Executive”).
TAX RECEIVABLE AGREEMENT (EXCHANGES) among EMDEON INC., H&F ITR HOLDCO, L.P., GA ITR HOLDCO, L.P., and GA-H&F ITR HOLDCO, L.P. Dated as of August 17, 2009Tax Receivable Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • New York
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of August 17, 2009, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), H&F ITR Holdco, L.P., a Delaware limited partnership (the “HF ITR Entity”), GA ITR Holdco, L.P., a Delaware limited partnership (the “GA ITR Entity”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto.
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (MANAGEMENT) among EMDEON INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2011Tax Receivable Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • New York
This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (MANAGEMENT) (this “Agreement”), dated as of [ ], 2011, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), and each of the persons from time to time party hereto.
AGREEMENT AND PLAN OF MERGER BY AND AMONG ALTEGRA HEALTH, INC., MEDIFAX-EDI, LLC ALTO MERGER SUB INC. AND PARTHENON INVESTORS III, L.P. (solely in its capacity as the Stockholders’ Representative hereunder) DATED July 3, 2015Merger Agreement • July 9th, 2015 • Emdeon Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”) is dated as of July 3, 2015 by and among MediFAX-EDI, LLC, a Tennessee limited liability company (“Parent”), Alto Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Altegra Health, Inc., a Delaware corporation (the “Company”), and Parthenon Investors III, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Equityholders (the “Stockholders’ Representative”). Each of Parent, Merger Sub, the Company and, solely for purposes of representing the Equityholders, the Stockholders’ Representative are referred to herein as a “Party”.
AGREEMENT AND PLAN OF MERGER by and among BEAGLE PARENT CORP., BEAGLE ACQUISITION CORP. and EMDEON INC. Dated as of August 3, 2011Merger Agreement • August 8th, 2011 • Emdeon Inc. • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of August 3, 2011 (this “Agreement”), by and among BEAGLE PARENT CORP., a Delaware corporation (“Parent”), BEAGLE ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and EMDEON INC., a Delaware corporation (the “Company”).
STOCKHOLDERS’ AGREEMENT by and among EMDEON INC., HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P., HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P., HFCP VI DOMESTIC AIV, L.P., H&F HARRINGTON AIV II, L.P., HELLMAN & FRIEDMAN INVESTORS VI, L.P., GENERAL...Stockholders' Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS’ AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of August 5, 2009, by and among Emdeon Inc., a Delaware corporation (the “Company”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“HF Stockholder 1”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“HF Stockholder 2”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (“HF Stockholder 3”), H&F Harrington AIV II, L.P., a Delaware limited partnership (“HF Stockholder 4”), Hellman & Friedman Investors VI, L.P., a Delaware limited partnership (“HF Stockholder 5” and, together with HF Stockholder 1, HF Stockholder 2, HF Stockholder 3 and HF Stockholder 4 and their respective Permitted Transferees, the “HF Stockholders”), General Atlantic Partners 83, L.P., a Delaware limited partnership (“GA Stockholder 1”), General Atlantic Partners 84, L.P., a Delaware limited partnership (“GA Stockholder 2”)
ContractSupplemental Indenture • August 10th, 2016 • Change Healthcare Holdings, Inc. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of July 1, 2016, between Change Encircle, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of Change Healthcare Holdings, Inc., a Delaware corporation, f/k/a Emdeon Inc. (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
AMENDED AND RESTATED LEASE AGREEMENT Between SOLOMON AIRPARK, LLC And EMDEON BUSINESS SERVICES LLC As of December 15, 2009Lease Agreement • March 18th, 2010 • Emdeon Inc. • Services-business services, nec • Tennessee
It is understood that the foregoing is intended as a summary of the Lease for convenience only and if there is a conflict between the above summary and any provision of the Lease hereinafter set forth, the latter shall control.
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of on or about July 21, 2008 (the “Effective Date”), by and between EMDEON BUSINESS SERVICES, LLC, a Delaware corporation (the “Company”, which shall include its subsidiaries and affiliates), and GREGORY T. STEVENS (“Executive”).
SECURITIES PURCHASE AGREEMENT among HLTH CORPORATION, SYN BUSINESS HOLDINGS, INC., EBS MASTER LLC, EBS ACQUISITION LLC and THE PURCHASERS Dated as of February 8, 2008Securities Purchase Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 8, 2008, among HLTH CORPORATION, a Delaware corporation (“Parent”), SYN BUSINESS HOLDINGS, INC., a California corporation and wholly owned subsidiary of Parent (the “Seller”), EBS MASTER LLC, a Delaware limited liability company of which EBS Acquisition LLC (as defined below), EBS Executive Incentive Plan LLC, a Delaware limited liability company, and the Seller are members (“Master LLC”), EBS Acquisition LLC, a Delaware limited liability company (“EBS Acquisition LLC”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (the “H&F Purchaser 1”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (the “H&F Purchaser 2”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (the “H&F Purchaser 3”), H&F Harrington AIV I, L.P., a Delaware limited partnership (the “H&F Purchaser 4” and, together with H&F Purchaser 1, H&F Purchaser 2 and H&F Purchaser 3, the “H
ContractSupplemental Indenture • November 6th, 2015 • Emdeon Inc. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of August 12, 2015, among Altegra Health, Inc., a Delaware corporation, Altegra Health Operating Company, a Delaware corporation, Altegra Health Connections, LLC, a Delaware limited liability company, Altegra Health Operating Company - Puerto Rico, LLC, a Delaware limited liability company (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger is made and entered into this 5th day of August, 2009 by and among Emdeon Inc., a Delaware corporation (“Emdeon”), EBS Holdco I, LLC, a Delaware limited liability company (“Sub 1”), and EBS Acquisition II LLC, a Delaware limited liability company (“EBS Acquisition II” and, together with Sub 1, the “Constituent Entities”).
SECOND LIEN CREDIT AGREEMENT Dated as of November 16, 2006 among GA EBS MERGER, LLC (which on the Closing Date will be merged with and into EMDEON BUSINESS SERVICES LLC), as Borrower, MEDIFAX-EDI HOLDING COMPANY, as Additional Borrower, EBS MASTER...Second Lien Credit Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • New York
SECOND LIEN CREDIT AGREEMENT (this “Agreement”) dated as of November 16, 2006, among GA EBS MERGER, LLC, a limited liability company organized under the laws of Delaware (“Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws of Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited liability company organized under the laws of Delaware (“Holdco”), the Lenders, CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers (in such capacity, the “Lead Arrangers”), CGMI, DBSI and BEAR, STEARNS & CO. INC. (“BSCI”), as joint bookrunners, DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as syndication agent (in such capacity, the “Syndication Agent”) and BEAR STEARNS CORPORATE LENDING INC. (“
AMENDMENT NO. 5Credit Agreement • September 21st, 2016 • Change Healthcare Holdings, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT is entered into as of November 2, 2011, among BEAGLECHANGE HEALTHCARE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), EMDEONCHANGE HEALTHCARE HOLDINGS, INC., a Delaware corporation (the “Company”) as a Borrower (the “Parent Borrower”), EBS HOLDCO ICHANGE HEALTHCARE OPERATIONS, LLC, a Delaware limited liability company (“EBS Holdco I”), EBS HOLDCO IICHO”), CHANGE HEALTHCARE SOLUTIONS, LLC, a Delaware limited liability company (“EBS Holdco II”), EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (“EBS”), MEDIFAX-EDI HOLDING COMPANY, a Delaware corporation (CHS” and together with EBS Holdco I, EBS Holdco II and EBSCHO, the “Co-Borrowers,” and each a “Co-Borrower”, and together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), the other Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “
VOTING AGREEMENT by and among BEAGLE PARENT CORP. and THE STOCKHOLDERS PARTY HERETO Dated as of August 3, 2011Voting Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • Delaware
This VOTING AGREEMENT, dated as of August 3, 2011 (this “Agreement”), is entered into by and among Beagle Parent Corp., a Delaware corporation (“Parent”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder”).
UNIT PURCHASE AGREEMENT by and among EBS HOLDCO II, LLC and THE UNITHOLDERS PARTY HERETO Dated as of [—], 20[—]Unit Purchase Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • Delaware
This UNIT PURCHASE AGREEMENT, dated as of [—], 20[—] (this “Agreement”) is entered into by and among EBS HoldCo II, LLC, a Delaware limited liability company (the “Purchaser”), and each of the persons listed on Annex A hereto (each, a “Unitholder” and collectively, the “Unitholders”).
TAX RECEIVABLE AGREEMENT (MANAGEMENT) among EMDEON INC. and THE PERSONS NAMED HEREIN Dated as of August 17, 2009Tax Receivable Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • New York
This TAX RECEIVABLE AGREEMENT (MANAGEMENT) (this “Agreement”), dated as of August 17, 2009, is hereby entered into by and among Emdeon Inc., a Delaware corporation (the “Corporate Taxpayer”), and each of the persons from time to time party hereto.
FIRST LIEN CREDIT AGREEMENT Dated as of November 16, 2006 among GA EBS MERGER, LLC (which on the Closing Date will be merged with and into EMDEON BUSINESS SERVICES LLC), as Borrower, MEDIFAX-EDI HOLDING COMPANY, as Additional Borrower, EBS MASTER LLC,...First Lien Credit Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • New York
FIRST LIEN CREDIT AGREEMENT (this “Agreement”) dated as of November 16, 2006, among GA EBS MERGER, LLC, a limited liability company organized under the laws of Delaware (“Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws of Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited liability company organized under the laws of Delaware (“Holdco”), the Lenders, CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as collateral agent (in such capacity, the “Collateral Agent"), as Swingline Lender and as Issuing Bank, CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers (in such capacity, the “Lead Arrangers”), CGMI, DBSI and BEAR, STEARNS & CO. INC. (“BSCI”), as joint bookrunners, DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as syndication agent (in such capacity, the “Syndication Agent”) and B
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger is made and entered into this 5th day of August, 2009 by and among Emdeon Inc., a Delaware corporation (“Emdeon”), EBS Holdco II, LLC, a Delaware limited liability company (“Sub 2”), and H&F Harrington, Inc., a Delaware corporation (“Harrington” and, together with Sub 2, the “Constituent Entities”).
INTERIM INVESTORS AGREEMENT by and among BEAGLE PARENT CORP. and THE INVESTORS PARTY HERETO Dated as of August 3, 2011Interim Investors Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • Delaware
This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of August 3, 2011 by and among Beagle Parent Corp., a Delaware corporation (“Parent”), Blackstone Capital Partners VI, L.P. (“Blackstone”), HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., H&F Harrington AIV II, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P. (collectively, “H&F”) and any other person that becomes party hereto pursuant to and in accordance with Section 2.16 (collectively, the “Co-Investors” and, together with Blackstone and H&F, the “Investors”).
DONELSON CORPORATE CENTRE AMENDED AND RESTATED OFFICE LEASE AGREEMENT BUILDING ONE AND BUILDING THREEOffice Lease Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
THIS AMENDED AND RESTATED LEASE (the “Lease Agreement” or “Lease”) is made and entered into effective as of the 12 day of June, 2008 (the “Effective Date”), by and among Donelson Corporate Centre, Limited Partnership, a Tennessee limited partnership (“Landlord”), Envoy LLC, a Delaware limited liability company, the successor in interest to Envoy Corporation (“Tenant”), and Emdeon Business Services, LLC, a Delaware limited liability company (“Guarantor”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated July 7, 2009 (the “Effective Date”), and is entered into by and between EMDEON BUSINESS SERVICES, LLC, a Delaware corporation (the “Company”, which shall include its subsidiaries and affiliates), and Gary Stuart (“Executive”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • August 17th, 2009 • Emdeon Inc. • Services-business services, nec • New York
UNIT PURCHASE AGREEMENT, dated August 11, 2009 (this “Agreement”), among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and, each a “Seller”), and Emdeon Inc., a Delaware corporation, as Purchaser (the “Purchaser”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Among EMDEON CORPORATION, EBS HOLDCO, INC., EBS MASTER LLC, EMDEON BUSINESS SERVICES LLC, MEDIFAX–EDI HOLDING COMPANY, EBS ACQUISITION LLC, GA EBS MERGER LLC and EBS MERGER CO. Dated as of NOVEMBER 15,...Agreement and Plan of Merger • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 15, 2006, among EMDEON CORPORATION, a Delaware corporation (“Parent”), EBS HOLDCO, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Holdco 1”), EBS MASTER LLC, a Delaware limited liability company the sole member of which is Holdco 1 (“Master LLC”), EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company the sole member of which is Master LLC (“EBS LLC”), MEDIFAX-EDI HOLDING COMPANY, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Medifax”), EBS ACQUISITION LLC, a Delaware limited liability company (the “Purchaser”), GA EBS MERGER LLC, a Delaware limited liability company the sole member of which is the Purchaser (“Merger LLC”), and EBS MERGER CO., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“Merger Co”).
TRANSFER AGREEMENTTransfer Agreement • August 22nd, 2011 • Emdeon Inc. • Services-business services, nec • New York
THIS TRANSFER AGREEMENT (the “Agreement”) is made and entered into as of August 3, 2011, by and between GA ITR Holdco, L.P., a Delaware limited partnership (the “Transferor”), Beagle Parent LLC, a Delaware limited liability company (the “Transferee”), ITR Holdco GP, LLC, a Delaware limited liability company (the “GP”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “Partnership”), and H&F ITR Holdco, L.P. (the “H&F Member”).
AGREEMENT OF CONTRIBUTION AND SALE dated as of June 28, 2016 by and among PF2 NEWCO LLC PF2 NEWCO INTERMEDIATE HOLDINGS, LLC PF2 NEWCO HOLDINGS, LLC MCKESSON CORPORATION HCIT HOLDINGS, INC. CHANGE HEALTHCARE, INC. CHANGE AGGREGATOR L.P. and H&F ECHO...Agreement of Contribution and Sale • July 5th, 2016 • Change Healthcare Holdings, Inc. • Services-business services, nec • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of PF2 NewCo LLC, a Delaware limited liability company (the “Company”), is made as of [●], 2016, by and among (i) [MCK IPCo], a Delaware limited liability company (“MCK IPCo”), (ii) [New PST], a Delaware limited liability company (“PST”, and together with MCK IPCo, the “MCK Members”), (iii) HCIT Holdings, Inc., a Delaware corporation newly formed by the Echo Shareholders (as defined below) (“Echo”, and together with the MCK Members, the “Initial Members”), (iv) the Company, (v) each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act and (vi) PF2 NewCo Intermediate Holdings, LLC and PF2 NewCo Holdings, LLC (together with PF2 NewCo Intermediate Holdings, LLC and the Company, the “Company Parties”).
AMENDMENT NO. 2 TO STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • July 5th, 2016 • Change Healthcare Holdings, Inc. • Services-business services, nec
THIS AMENDMENT NO. 2 (this “Amendment”), effective as of June 28, 2016, amends the Stockholders’ Agreement (the “Agreement”) dated as of November 2, 2011, as amended by Amendment No. 1 to the Stockholders’ Agreement dated as of November 18, 2015, by and among Change Healthcare, Inc. (a Delaware corporation formerly known as Beagle Parent Corp. (the “Company”)), Change Intermediate Holdings, Inc. (a Delaware corporation formerly known as Beagle Intermediate Holdings, Inc.), Change Healthcare Holdings, Inc. (a Delaware corporation formerly known as Emdeon Inc., successor by merger to Beagle Acquisition Corp.), Blackstone (as defined in the Agreement), H&F (as defined in the Agreement, and together with Blackstone, the “Sponsors”), and each other Person from time to party thereto (together with the Sponsors, the “Stockholders”). Capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Agreement.
AMENDMENT NO. 1 TO THE STOCKHOLDERS’ AGREEMENTStockholders’ Agreement • August 6th, 2010 • Emdeon Inc. • Services-business services, nec • Delaware
This Amendment No. 1 (this “Amendment”), dated as of August 5, 2010, to the Stockholders’ Agreement (the “Stockholders’ Agreement”), dated as of August 5, 2009, by and among Emdeon Inc., a Delaware corporation (the “Company”), and the Stockholders named therein, is made by and among the Company and each of the Stockholders of the Company identified on the signature pages hereto. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Stockholders’ Agreement.
AGREEMENT AND PLAN OF MERGER BY AND AMONG EBS MASTER LLC, ENVOY LLC, EMDEON MERGER SUB LLC ERX NETWORK, L.L.C. AND LONGHORN MEMBERS REPRESENTATIVE, LLC, AS THE MEMBERS’ REPRESENTATIVEMerger Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of July 2, 2009, by and among EBS MASTER LLC, a Delaware limited liability company (the “Company”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“HF Purchaser 1”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“HF Purchaser 2”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (“HF Purchaser 3”), H&F Harrington AIV I, L.P., a Delaware limited partnership (“HF Purchaser 4” and, together with HF Purchaser 1, HF Purchaser 2, HF Purchaser 3 and any HF Permitted Transferees, the “HF Members”), Emdeon Inc., a Delaware corporation (“Existing GA Member”), EBS Acquisition II LLC, a Delaware limited liability company (“GA Purchaser II” and, together with Existing GA Member and any GA Permitted Transferees, the “GA Members”), EBS Executive Incentive Plan LLC,
AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT AND H&F CONSENTStockholders’ Agreement • November 20th, 2015 • Change Healthcare Holdings, Inc. • Services-business services, nec • Delaware
THIS AMENDMENT NO. 1 TO STOCKHOLDERS’ AGREEMENT AND H&F CONSENT is made as of November 18, 2015 (this “Agreement”) by and among Change Healthcare, Inc. (f/k/a Beagle Parent Corp.), a Delaware corporation (the “Company”), Change Healthcare Intermediate Holdings, Inc. (f/k/a Beagle Intermediate Holdings, Inc.), a Delaware corporation (“Intermediate Holdings”), Change Healthcare Holdings, Inc. (f/k/a Emdeon, Inc.), a Delaware corporation (the successor to Beagle Acquisition Corp., “Change Healthcare Holdings”), Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI - ESC L.P., Blackstone Family Investment Partnership VI L.P., H&F Harrington AIV II, L.P., HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., Hellman & Friedman Capital Executives VI, L.P. and Hellman & Friedman Capital Associates VI, L.P. Each capitalized term used and not defined herein shall have the meaning assigned to it in the Original Agreement (as defined below).
AMENDMENT NO. 2Credit Agreement • April 25th, 2013 • Emdeon Inc. • Services-business services, nec • New York
AMENDMENT NO. 2, dated as of April 25, 2013 (this “Amendment”), to the Credit Agreement dated as of November 2, 2011 as amended on April 24, 2012 (as further amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among BEAGLE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), EMDEON INC., a Delaware corporation (the “Parent Borrower”), EBS HOLDCO I, LLC, a Delaware limited liability company (“EBS Holdco I”), EBS HOLDCO II, LLC, a Delaware limited liability company (“EBS Holdco II”), EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (“EBS”), MEDIFAX-EDI HOLDING COMPANY, a Delaware corporation (together with EBS Holdco I, EBS Holdco II and EBS, the “Co-Borrowers,” together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), the Guarantors from time to time party thereto, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERIC
