•] Shares PRESS GANEY HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 11th, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of , 2015 by and between Press Ganey Holdings, Inc., a Delaware corporation, (the “Company”), and (“Indemnitee”).
AMENDED & RESTATED EMPLOYMENT AGREEMENT (Devin Anderson)Employment Agreement • May 4th, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated as of April 10, 2015 (the “Effective Date”), between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the “Company”) and DEVIN ANDERSON (the “Employee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 27th, 2015 • Press Ganey Holdings, Inc. • Services-management consulting services • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of May 27, 2015 by and among Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), each of the Controlling Holders (as defined below), and each other Person identified on Schedule A attached hereto (the “Schedule of Investors”) as of the date hereof.
AGREEMENT AND PLAN OF MERGER by and among EMERALD TOPCO, INC., EMERALD BIDCO, INC. and PRESS GANEY HOLDINGS, INC. Dated as of August 9, 2016Merger Agreement • August 9th, 2016 • Press Ganey Holdings, Inc. • Services-management consulting services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 9, 2016 (this “Agreement”), is made by and among Emerald TopCo, Inc., a Delaware corporation (“Parent”), Emerald BidCo, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Press Ganey Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
FIRST LIEN CREDIT AGREEMENT among PG HOLDCO, LLC, as Holdings, PGA HOLDINGS, INC., as Borrower, The Several Lenders and the Issuing Lenders from Time to Time Parties Hereto, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, GOLDMAN...First Lien Credit Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
FIRST LIEN CREDIT AGREEMENT, dated as of April 20, 2012 (this “Agreement”), among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”), PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), BARCLAYS BANK PLC, as administrative agent (in such capacity, together with its successors and permitted assigns, the “Administrative Agent”) and collateral agent (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”), GOLDMAN SACHS LENDING PARTNERS LLC, as Syndication Agent (in such capacity, the “Syndication Agent”), GE CAPITAL MARKETS, INC., UBS SECURITIES LLC and BMO CAPITAL MARKETS, as Co-Documentation Agents (in such capacities, the “Co-Documentation Agents”), BARCLAYS BANK PLC and GOLDMAN SACHS LENDING PARTNERS LLC as joint bookrunners (in such capacities, the “Joint Bookrunners”) and BARCLAYS BANK PLC, GOLDMAN
MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (Class B Units)Management Unit Subscription Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
THIS MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page.
SECOND AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT DATED AS OF NOVEMBER 9, 2012 BY AND AMONG PG HOLDCO, LLC AND THE OTHER PARTIES HERETOSecurityholders Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
This Second Amended and Restated Securityholders Agreement (this “Agreement”) is entered into as of November 9, 2012 by and among (i) PG Holdco, LLC, a Delaware limited liability company (the “Company”), (ii) Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“VCP”), (iii) Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (“VCPA”), (iv) Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership (“VH”), (v) Vestar Executive V, L.P., a Cayman Islands exempted limited partnership (“VE”), (vi) Vestar/PGA Investors, LLC, a Delaware limited liability company (“Vestar/PGA Investors” and, together with VCP, VCPA, VH and VE, “Vestar”), (vii) parties to this Agreement who are identified as Co-Investors on the signature page hereto (each, a “Co-Investor” and, collectively, the “Co-Investors”), (viii) parties to this Agreement who are identified as Employees on the signature page hereto (each, an “Employee” and, collectively,
MANAGEMENT UNIT GRANT AGREEMENT (Class A Units)Management Unit Grant Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
THIS MANAGEMENT UNIT GRANT AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page.
MANAGEMENT UNIT GRANT AGREEMENT (Class A Units)Management Unit Grant Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
THIS MANAGEMENT UNIT GRANT AGREEMENT (this “Agreement”) by and between PG Holdco, LLC, a Delaware limited liability company (the “Company”), and the individual named on the Master Signature Page hereto (“Executive”) is made as of the date set forth on such Master Signature Page.
AMENDED & RESTATED EMPLOYMENT AGREEMENT (Patrick T. Ryan)Employment Agreement • May 11th, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
AMENDED & RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated April 10, 2015 (the “Effective Date”), among PGA HOLDINGS, INC., a Delaware corporation (the “Company”), PRESS GANEY ASSOCIATES, INC., an Indiana corporation (“PGA”), and PATRICK T. RYAN (the “Employee”).
AMENDMENT NO. 4First Lien Credit Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
AMENDMENT NO. 4, dated as of May 9, 2014 (this “Amendment”), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”), PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of April 15, 2014Limited Liability Company Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
THIS NINTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of PG Holdco, LLC (the “Company”), dated and effective as of April [·], 2014 (this “Agreement”), is adopted, executed and agreed to, for good and valuable consideration, by and among Vestar Capital Partners V, L.P., a Cayman Islands exempted limited partnership (“VCP”), (iii) Vestar Capital Partners V-A, L.P., a Cayman Islands exempted limited partnership (“VCPA”), (iv) Vestar Holdings V, L.P., a Cayman Islands exempted limited partnership (“VH”), (v) Vestar Executive V, L.P., a Cayman Islands exempted limited partnership (“VE”), (vi) Vestar/PGA Investors, LLC, a Delaware limited liability company (“Vestar/PGA Investors” and, together with VCP, VCPA, VH and VE, the “Vestar Member”), and the other Persons listed as Members in the books and records of the Company, and each other Person who becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to the Vestar Member sha
AMENDMENT NO. 3First Lien Credit Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
AMENDMENT NO. 3, dated as of June 17, 2013 (this “Amendment”), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”), PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
AMENDMENT NO. 2First Lien Credit Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
AMENDMENT NO. 2, dated as of May 9, 2013 (this “Amendment”), to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”), among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”), PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
AMENDMENT NO. 1First Lien Credit Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
AMENDMENT NO. 1, dated as of February 14, 2013 (this “Amendment”), to the First Lien Credit Agreement dated as of April 20, 2012 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”) PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other Agents named therein. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by PG HOLDCO, LLC, PGA HOLDINGS, INC., as Borrower, and the Subsidiary Guarantors party hereto in favor of BARCLAYS BANK PLC, as Collateral Agent Dated as of April 20, 2012First Lien Guarantee and Collateral Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
This FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 20, 2012, made by each of the signatories hereto, in favor of BARCLAYS BANK PLC, as Collateral Agent (in such capacity, the “Collateral Agent”) for the Secured Parties, including the banks and other financial institutions or entities (the “Lenders”) from time to time parties to the First Lien Credit Agreement, dated as of April 20, 2012 (as amended, restated, supplemented waived and/or otherwise modified from time to time, the “Credit Agreement”), among PG Holdco, LLC, a Delaware limited liability company (“Holdings”), as Holdings, PGA Holdings, Inc., a Delaware corporation (the “Borrower”), as the Borrower, the Lenders and Issuing Lenders party thereto from time to time, Barclays Bank PLC, as Administrative Agent and Collateral Agent, Goldman Sachs Lending Partners LLC, as Syndication Agent, General Electric Capital Markets, Inc. and UBS Securities LLC, as Co-Documentation Agents, Barclays Bank PLC and Goldman Sachs
MANAGEMENT AGREEMENTManagement Agreement • April 6th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
This Agreement is made as of this 12 day of March, 2008, among PGA Holdings, Inc., a Delaware corporation (the “Company”), Press, Ganey Associates, Inc., an Indiana corporation (“PGA”), PG Holdco, LLC, a Delaware limited liability company (“Holdco”), and Vestar Capital Partners, a Delaware limited partnership (“Vestar”).
PRESS GANEY HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 11th, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
This Restricted Stock Agreement (the “Agreement”) is entered into effective as of the effective date of the Distribution (defined below) (the “Effective Date”), by and between Press Ganey Holdings, Inc. (the “Company”) and the holder (“Holder”) identified on the signature page hereto (the “Signature Page”).
August 21, 2015 Mr. Matthew Hallgren One North Franklin, Suite 3400 Chicago, IL 60606 Dear Matt:Employment Agreement • November 6th, 2015 • Press Ganey Holdings, Inc. • Services-management consulting services • Delaware
This letter (the “Letter Agreement”) will confirm our agreement regarding your employment with Press Ganey Holdings, Inc. (the “Company”).
TERMINATION AGREEMENTTermination Agreement • May 11th, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
This TERMINATION AGREEMENT, dated as of May [ · ], 2015 (this “Agreement”) is by and among Vestar Capital Partners, a Delaware limited partnership (“Vestar”), PG Holdco, LLC, a Delaware limited liability company (“Holdco”), Press Ganey Holdings, Inc., a Delaware corporation (the “Company”), and Press Ganey Associates, Inc., an Indiana corporation (“PGA”).
PRESS GANEY HOLDINGS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 11th, 2015 • PGA Holdings, Inc. • Services-management consulting services • Delaware
This Restricted Stock Agreement (the “Agreement”) is entered into effective as of the effective date of the Distribution (defined below) (the “Effective Date”), by and between Press Ganey Holdings, Inc. (the “Company”) and the holder (“Holder”) identified on the signature page hereto (the “Signature Page”).
AMENDMENT NO. 5 AND LIMITED WAIVERFirst Lien Credit Agreement • April 1st, 2015 • PGA Holdings, Inc. • Services-management consulting services • New York
This AMENDMENT NO. 5 AND LIMITED WAIVER, dated as of March 13, 2015 (this “Amendment”), to the (i) First Lien Credit Agreement, dated as of April 20, 2012 (as amended to date and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among PG HOLDCO, LLC, a Delaware limited liability company (“Holdings”), PGA HOLDINGS, INC., a Delaware corporation (the “Borrower”), each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and the other Agents named therein and (ii) First Lien Guarantee and Collateral Agreement, dated as of April 20, 2012 (as amended to date and as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time, the “Guarantee and Collateral Agreement”), among Holdings, the Borrower, the Subsidiary Guarantors pa
260,000,000 CREDIT AGREEMENT Dated as of July 31, 2015 among PRESS GANEY HOLDINGS, INC., as Borrower, BARCLAYS BANK PLC, as Administrative Agent and Collateral Agent, and THE OTHER LENDERS PARTY HERETOCredit Agreement • August 3rd, 2015 • Press Ganey Holdings, Inc. • Services-management consulting services • New York
This CREDIT AGREEMENT is entered into as of July 31, 2015, among PRESS GANEY HOLDINGS, INC., a Delaware corporation (the “Borrower”), BARCLAYS BANK PLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, the other agents listed on the cover page, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2015 • Press Ganey Holdings, Inc. • Services-management consulting services • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of August 6th, between PRESS GANEY ASSOCIATES, INC., an Indiana corporation (the “Company”) and BREHT T. FEIGH (the “Employee”).
