UNDERWRITING AGREEMENTUnderwriting Agreement • April 8th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
CREDIT AGREEMENT Dated as of June 22, 2017 among AMERICAN RENAL HOLDINGS INC., as the Borrower, AMERICAN RENAL HOLDINGS INTERMEDIATE COMPANY, LLC, as Holdings, SUNTRUST BANK, as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other...Credit Agreement • August 8th, 2017 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
This CREDIT AGREEMENT (as amended, modified, waived, amended and restated, or otherwise changed, in each case in accordance with the terms hereof, this “Agreement”) is entered into as of June 22, 2017, among AMERICAN RENAL HOLDINGS INC. (the “Borrower”), AMERICAN RENAL HOLDINGS INTERMEDIATE COMPANY, LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and SUNTRUST BANK, as Administrative Agent, Swing Line Lender and L/C Issuer.
AGREEMENT AND PLAN OF MERGER between IRC SUPERMAN MIDCO, LLC, SUPERMAN MERGER SUB, INC. and AMERICAN RENAL ASSOCIATES HOLDINGS, INC. Dated as of October 1, 2020Merger Agreement • October 2nd, 2020 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 1, 2020 (this “Agreement”), is entered into between IRC Superman Midco, LLC, a Delaware limited liability company (“Parent”), Superman Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), and American Renal Associates Holdings, Inc., a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties” and each, a “Party”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2015 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Massachusetts
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 22, 2010, among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Syed T. Kamal, a resident of the State of Florida (the “Executive”).
AMENDMENT NO. 1Credit Agreement • April 26th, 2019 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
This CREDIT AGREEMENT (as amended, modified, waived, amended and restated, or otherwise changed, in each case in accordance with the terms hereof, this “Agreement”) is entered into as of June 22, 2017, as amended as of April 26, 2019, among AMERICAN RENAL HOLDINGS INC. (the “Borrower”), AMERICAN RENAL HOLDINGS INTERMEDIATE COMPANY, LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and SUNTRUST BANK, as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDMENT NO. 1First Lien Credit Agreement • April 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
This FIRST LIEN CREDIT AGREEMENT (as amended, modified, waived, amended and restated, or otherwise changed, in each case in accordance with the terms hereof, this “Agreement”) is entered into as of February 20, 2013, and amended as of April 26, 2016, among AMERICAN RENAL HOLDINGS INC. (the “Borrower”), AMERICAN RENAL HOLDINGS INTERMEDIATE COMPANY, LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
TAX RECEIVABLE AGREEMENT between AMERICAN RENAL ASSOCIATES HOLDINGS, INC. and CENTERBRIDGE CAPITAL PARTNERS, L.P. Dated as of April 26, 2016Tax Receivable Agreement • April 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), is dated as of April 26, 2016, and is between American Renal Associates Holdings, Inc., a Delaware corporation (including any successor corporation, the “Corporate Taxpayer”), and Centerbridge Capital Partners, L.P., a Delaware limited partnership (the “Stockholder Representative”). This Agreement shall be effective as of the IPO Date (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 2nd, 2020 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Delaware
THIS VOTING AND SUPPORT AGREEMENT (“Agreement”), dated as of October 1, 2020, is made by and between IRC Superman Midco, LLC, a Delaware limited liability company (“Parent”), the undersigned stockholders (the “Stockholders”) of American Renal Associates Holdings, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 8 and Section 21, the Company. Parent, the Company and the Stockholders are referred to individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • September 30th, 2015 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (as amended from time to time, this “Agreement”) is dated as of June 28, 2010, and is entered into by and among C.P. Atlas Holdings, Inc., a Delaware corporation (“Holdings”), Centerbridge Capital Partners, L.P., a Delaware limited partnership (“Centerbridge”), Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (“Centerbridge SBS”), Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership (“Centerbridge Strategic” and, collectively with Centerbridge and Centerbridge SBS, the “Centerbridge Stockholders”), and the other holders of Shares (as defined herein) party hereto, including such other holders who become party hereto as a result of executing the Joinder Agreement substantially in the form attached as Annex A hereto (such other holders are the “Other Stockholders”, and, together with the Centerbridge Stockholders, are collectively referred to herein as the “Stockholders”). The Other Stockholde
VICE PRESIDENTS, REGIONAL DIRECTORS, DIRECTORS & OFFICERS NON-SOLICITATION, NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Solicitation, Non-Competition and Confidentiality Agreement • August 7th, 2018 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Massachusetts
This VICE PRESIDENTS, REGIONAL DIRECTORS, DIRECTORS & OFFICERS NON-SOLICIATION, NON-COMPETITION AND CONFIDENTIALITY AGREEMENT (the "Agreement") is entered into as of the 5th day of March 2018, and made effective as of August 1, 2018 (the “Effective Date”), by and between American Renal Associates LLC, a Delaware limited liability company, American Renal Holdings, Inc. (“ARH”), American Renal Management LLC (the “Company”), and their affiliated subsidiaries, parents, and related or joint venture entities (collectively "ARA"), and the employee executing this Agreement ("Employee").
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • April 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of April 21, 2016, is entered into by and among American Renal Associates Holdings, Inc. (f/k/a C.P. Atlas Holdings, Inc.) (“Holdings”), Centerbridge Capital Partners, L.P., a Delaware limited partnership (“Centerbridge”), Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (“Centerbridge SBS”), Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership (“Centerbridge Strategic” and, collectively with Centerbridge and Centerbridge SBS, the “Centerbridge Stockholders”), Joseph A. Carlucci, Syed T. Kamal, and Christopher T. Ford.
CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENTContribution, Assignment and Assumption Agreement • April 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
This CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of April 20, 2016, is by and between American Renal Associates LLC, a Delaware limited liability company (“Assignor”), and Term Loan Holdings LLC, a Delaware limited liability company (“NewCo”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 7th, 2018 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Massachusetts
This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of August 1, 2018 (the “Effective Date”), among American Renal Management LLC, a Delaware limited liability company (the "Company"), and Jason Boucher, a resident of the Commonwealth of Massachusetts (the "Executive").
LOAN SERVICING AGREEMENT Between AMERICAN RENAL ASSOCIATES LLC, a Delaware limited liability company, as Servicer, TERM LOAN HOLDINGS LLC, a Delaware limited liability company, as Lender Dated as of April 26, 2016Loan Servicing Agreement • April 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
THIS LOAN SERVICING AGREEMENT (this “Agreement”) is made as of April 26, 2016, among AMERICAN RENAL ASSOCIATES LLC, a Delaware limited liability company (“Servicer”) and TERM LOAN HOLDINGS LLC, a Delaware limited liability company (the “Lender”).
SEPARATION AGREEMENTSeparation Agreement • March 27th, 2019 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec
This Separation Agreement (the “Agreement”) is made this 26th day of March, 2019 by and among Jason Boucher (“Boucher”), American Renal Management LLC, American Renal Holdings Inc., American Renal Associates, LLC, and their operating companies, affiliates, subsidiaries, representatives, shareholders, directors, successors, and assigns (collectively referred to as the “Company”).
REPAYMENT AGREEMENTRepayment Agreement • September 5th, 2019 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Massachusetts
This REPAYMENT AGREEMENT (this “Agreement”) is entered into as of August 28, 2019, by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Syed T. Kamal, a resident of the State of Florida (“Executive”) (the Company, ARH and Executive each a “Party” and collectively, the “Parties”).
FOURTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 5th, 2019 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec
This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of August 28, 2019, (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Joseph A. Carlucci, a resident of the Commonwealth of Massachusetts (“Executive”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2016, in entered into by and among American Renal Associates Holdings, Inc. (f/k/a C.P. Atlas Holdings, Inc.), a Delaware corporation (“Holdings”), Centerbridge Capital Partners, L.P., a Delaware limited partnership (“Centerbridge”), Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (“Centerbridge SBS”), and Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership (“Centerbridge Strategic” and, collectively with Centerbridge and Centerbridge SBS, the “Centerbridge Stockholders”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • December 15th, 2017 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Massachusetts
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is entered into effective as of December 13, 2017 (the “First Amendment Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), and Jon Wilcox, a resident of the Commonwealth of Massachusetts (“Executive”).
Independent Contractor’s AgreementIndependent Contractor Agreement • September 5th, 2019 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Massachusetts
THIS AGREEMENT is entered into and effective as of the 25th day of March, 2019 by and between American Renal Associates Holdings, Inc., hereinafter referred to as “ARAH”, and ECG Ventures, Inc. hereinafter referred to as “Contractor”.
SECOND LIEN CREDIT AGREEMENT Dated as of February 20, 2013 among AMERICAN RENAL HOLDINGS INC., as the Borrower, AMERICAN RENAL HOLDINGS INTERMEDIATE COMPANY, LLC, as Holdings, BANK OF AMERICA, N.A., as Administrative Agent, and The Other Lenders Party...Second Lien Credit Agreement • September 30th, 2015 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
This SECOND LIEN CREDIT AGREEMENT (as amended, modified, waived, amended and restated, or otherwise changed, in each case in accordance with the terms hereof, this “Agreement”) is entered into as of February 20, 2013, among AMERICAN RENAL HOLDINGS INC. (the “Borrower”), AMERICAN RENAL HOLDINGS INTERMEDIATE COMPANY, LLC, a Delaware limited liability company (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.
FIRST][SECOND] AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2015 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec
This [FIRST][SECOND] AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of [ ], 2015 (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and [ ], a resident of [ ] (“Executive”).
SEVERANCE AGREEMENTSeverance Agreement • December 23rd, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec
This Severance Agreement (the “Agreement”) is made this ____day of December, 2016 by and among John McDonough (“McDonough”), American Renal Management LLC, American Renal Holdings Inc., American Renal Associates, LLC, and their operating companies, affiliates, subsidiaries, representatives, shareholders, directors, successors, and assigns (collectively referred to as the “Company”).
Second Amendment to Employment AgreementEmployment Agreement • May 16th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec
This Second Amendment to Employment Agreement (this “Amendment”) is entered into effective as of April 26, 2016 (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Joseph A. Carlucci, a resident of the Commonwealth of Massachusetts (“Executive”).
AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • New York
THIS AMENDMENT NO. 1 TO THE AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of 26, 2016, in entered into by and among American Renal Associates Holdings, Inc. (f/k/a C.P. Atlas Holdings, Inc.), a Delaware corporation (“Holdings”), Centerbridge Capital Partners, L.P., a Delaware limited partnership (“Centerbridge”), Centerbridge Capital Partners SBS, L.P., a Delaware limited partnership (“Centerbridge SBS”), and Centerbridge Capital Partners Strategic, L.P., a Delaware limited partnership (“Centerbridge Strategic” and, collectively with Centerbridge and Centerbridge SBS, the “Centerbridge Stockholders”).
ContractIncremental Nonqualified Stock Option Agreement • September 30th, 2015 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Delaware
THIS AGREEMENT (the “Agreement”) between American Renal Associates Holdings, Inc. (the “Company”) and the executive listed on the signature page hereto (the “Participant”) is made effective as of the date set forth on the Company’s signature page.
Mr. Joseph A. Carlucci March 21, 2019 CEO, Chairman and Co-Founder American Renal Associates Holdings, Inc. 500 Cummings Center Suite 6550 Beverly, MA 01915Agreement for the Provision of Interim Management Services • March 27th, 2019 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec
This letter, together with the attached Schedule(s) and General Terms and Conditions, sets forth the agreement (“Agreement”) between AP Services, LLC (“APS”), and American Renal Associates Holdings, Inc. (the “Company”) for the engagement of APS to provide interim management services to the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2017 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Massachusetts
This EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of September 18, 2017, among American Renal Management LLC, a Delaware limited liability company (the "Company"), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Don E. Williamson, M.D., a resident of the State of Georgia (the "Executive").
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2015 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of [ ], 2015 (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Joseph A. Carlucci, a resident of the Commonwealth of Massachusetts (“Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of , 2016 (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Syed T. Kamal, a resident of the State of Florida (“Executive”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • September 30th, 2015 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Massachusetts
This First Amendment to Employment Agreement (the “Amendment”), is made and entered into this 21st day of April, 2011, by and among American Renal Management, LLC, a Delaware limited liability company (the “Company”), American Renal Holdings, Inc., a Delaware corporation (“ARH”), and John M. McDonough (“Executive”).
EXCHANGE AGREEMENTExchange Agreement • September 30th, 2015 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Delaware
THIS EXCHANGE AGREEMENT (the “Agreement”) between American Renal Associate Holdings, Inc. (the “Company”) and the executive named on the signature page hereto (the “Participant”) is made as of the date set forth on the Company’s signature page.
First Amendment to Employment AgreementEmployment Agreement • May 16th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec
This First Amendment to Employment Agreement (this “Amendment”) is entered into effective as of April 26, 2016 (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Syed T. Kamal, a resident of the State of Florida (“Executive”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • March 16th, 2020 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec • Massachusetts
This Transition Services Agreement (this “Agreement”), is made as of March 13, 2020 (the “Effective Date”), by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings, Inc., a Delaware corporation (“ARH”) and Joseph A. Carlucci (the “Executive”).
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2016 • American Renal Associates Holdings, Inc. • Services-misc health & allied services, nec
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into effective as of , 2016 (the “Effective Date”) by and among American Renal Management LLC, a Delaware limited liability company (the “Company”), American Renal Holdings Inc., a Delaware corporation (“ARH”), and Joseph A. Carlucci, a resident of the Commonwealth of Massachusetts (“Executive”).
