Change Healthcare Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

This Indemnification Agreement is effective as of [ ], 2019 (this “Agreement”) and is between Change Healthcare Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).

Sample 1Sample 2Sample 3See All (68)
AutoNDA by SimpleDocs

Standard Contracts

Free NDA TemplateoneNDA-badgeFree SaaS TemplateoneSaaS-badge
AGREEMENT AND PLAN OF MERGER by and among CHANGE HEALTHCARE INC., UNITEDHEALTH GROUP INCORPORATED and CAMBRIDGE MERGER SUB INC. Dated as of January 5, 2021
Merger Agreement • January 6th, 2021 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 5, 2021, is entered into by and among CHANGE HEALTHCARE INC., a Delaware corporation (the “Company”), UNITEDHEALTH GROUP INCORPORATED, a Delaware corporation (“Parent”), and CAMBRIDGE MERGER SUB INC., a Delaware corporation and Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties”).

Sample 1Sample 2Sample 3See All (51)
CHANGE HEALTHCARE INC., as Issuer, and U.S. BANK N.A., as Trustee INDENTURE Dated as of July 1, 2019 Senior Securities
Indenture • July 2nd, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • New York

INDENTURE, dated as of July 1, 2019, between Change Healthcare Inc., a Delaware corporation (herein called the “Company”), having its principal office at 3055 Lebanon Pike, Suite 1000, Nashville, Tennessee, and U.S. Bank N.A., as Trustee (herein called the “Trustee”).

Sample 1Sample 2Sample 3See All (49)
CREDIT AGREEMENT Dated as of March 1, 2017, among CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, LLC, as Holdings, CHANGE HEALTHCARE HOLDINGS, LLC, as the Parent Borrower, THE OTHER BORROWERS PARTY HERETO, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO...
Credit Agreement • March 15th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation

This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of March 1, 2017, among CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company, CHANGE HEALTHCARE HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), CHANGE HEALTHCARE, INC., a Delaware corporation (“Change Parent”), CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Change Holdings”), CHANGE HEALTHCARE HOLDINGS, INC., a Delaware corporation (“Change Healthcare”), CHANGE HEALTHCARE OPERATIONS, LLC, a Delaware limited liability company (“CHO”), CHANGE HEALTHCARE SOLUTIONS, LLC, a Delaware limited liability company (“Change Solutions,” and together with CHO, Change Healthcare, Change Holdings, Change Parent and the Parent Borrower, collectively, the “Borrowers” and each, a “Borrower”), the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative A

Sample 1Sample 2Sample 3See All (29)
PURCHASE CONTRACT AGREEMENT Dated as of July 1, 2019 between CHANGE HEALTHCARE INC. and U.S. BANK N.A., as Purchase Contract Agent, as Attorney-in-Fact for the Holders of Equity-Linked Securities from time to time as provided herein and as Trustee...
Purchase Contract Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • New York

PURCHASE CONTRACT AGREEMENT, dated as of July 1, 2019 between CHANGE HEALTHCARE INC., a Delaware corporation (the “Company”), and U.S. BANK N.A., a national banking association acting as purchase contract agent and attorney-in-fact for the Holders of Equity-Linked Securities (as defined herein) from time to time (the “Purchase Contract Agent”) and as trustee under the Indenture (as defined herein).

Sample 1Sample 2Sample 3See All (19)
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLAN
Nonqualified Stock Option Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) by and between HCIT Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page.

Sample 1Sample 2Sample 3See All (16)
EIS TO NEWCO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of March 1, 2017, is made by and between McKesson Corporation, a Delaware corporation (“MCK”) and Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (“NewCo”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement have the meaning assigned to such terms in the Contribution Agreement (as defined below).

Sample 1Sample 2Sample 3See All (15)
SECURITY AGREEMENT dated as of March 1, 2017 among THE GRANTORS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Collateral Agent
Security Agreement • March 15th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • New York

SECURITY AGREEMENT dated as of March 1, 2017, among the Grantors (as defined below) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

Sample 1Sample 2Sample 3See All (13)
INDENTURE Dated as of February 15, 2017 Among CHANGE HEALTHCARE HOLDINGS, LLC, as the Issuer, CHANGE HEALTHCARE FINANCE, INC., as the Co-Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar and Paying Agent...
Indenture • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • New York

INDENTURE, dated as of February 15, 2017, among (a) Change Healthcare Holdings, LLC, a Delaware limited liability company, as Issuer (as defined herein), (b) Change Healthcare Finance, Inc., a Delaware corporation, as Co-Issuer (as defined herein), (c) the Guarantors (as defined herein) from time to time party hereto, and (d) Wilmington Trust, National Association, as Trustee, Transfer Agent, Registrar and Paying Agent.

Sample 1Sample 2Sample 3See All (13)
AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (EXCHANGES) among EMDEON INC., H&F ITR HOLDCO, L.P., BEAGLE PARENT LLC, and GA-H&F ITR HOLDCO, L.P. Dated as of November 2, 2011
Tax Receivable Agreement • March 15th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • New York

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of November 2, 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”), Beagle Parent LLC, a Delaware limited liability company (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.

Sample 1Sample 2Sample 3See All (11)
CHANGE HEALTHCARE INC., as Issuer, AND U.S. BANK N.A., as Trustee First Supplemental Indenture Dated as of July 1, 2019 to Indenture Dated as of July 1, 2019 5.50% Senior Amortizing Notes due 2022
First Supplemental Indenture • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • New York

FIRST SUPPLEMENTAL INDENTURE dated as of July 1, 2019 (this “Supplemental Indenture”) between CHANGE HEALTHCARE INC., a Delaware corporation (the “Company”), and U.S. BANK N.A., a national banking association, as trustee (the “Trustee”), supplementing the Indenture dated as of July 1, 2019, between the Company and the Trustee (the “Base Indenture”).

Sample 1Sample 2Sample 3See All (6)
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHANGE HEALTHCARE LLC DATED AS OF MARCH 1, 2017
Limited Liability Company Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “Company”), is made as of March 1, 2017, by and among (i) PF2 IP LLC, a Delaware limited liability company (“MCK IPCo”), (ii) PF2 PST Services Inc., a Delaware corporation (“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) Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company, Change Healthcare, Inc., a Delaware corporation

Sample 1Sample 2Sample 3See All (5)
TRANSITION SERVICES AGREEMENT
Transition Services Agreement • March 15th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of February 28, 2017, is made by and between Change Healthcare, Inc., a Delaware corporation (“Change Healthcare”) and eRx Network, LLC, a Delaware limited liability company (“Connect LLC”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement or in Annex A attached hereto have the meaning assigned to such terms in the Contribution Agreement.

Sample 1Sample 2Sample 3See All (5)
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 • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
Sample 1Sample 2Sample 3See All (4)
TAX MATTERS AGREEMENT between McKesson Corporation, on behalf of itself and the members of the Parent Group, and PF2 SpinCo Inc., on behalf of itself and the members of the SpinCo Group, and Change Healthcare Inc., on behalf of itself and the members...
Tax Matters Agreement • March 13th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of March 9, 2020 between McKesson Corporation (“Parent”), a Delaware corporation, on behalf of itself and the members of the Parent Group, PF2 SpinCo Inc. (“SpinCo”), a Delaware corporation, on behalf of itself and the members of the SpinCo Group, Change Healthcare Inc. (“Acquiror”), a Delaware corporation, on behalf of itself and the members of the Acquiror Group, Change Healthcare LLC (f/k/a PF2 NewCo LLC) (“JV”), a Delaware limited liability company, on behalf of itself and the members of the Acquiror Group (solely for purposes of Section 2, Section 4(c), Section 5(g), Section 12, Section 15(d) and Section 19), and Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC) (“OpCo”), a Delaware limited liability company.

Sample 1Sample 2Sample 3See All (4)
EIS TO NEWCO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of March 1, 2017, is made by and between McKesson Corporation, a Delaware corporation (“MCK”) and Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (“NewCo”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement have the meaning assigned to such terms in the Contribution Agreement (as defined below).

Sample 1Sample 2Sample 3See All (4)
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 31st, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2017, by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (together with its successors and assigns, the “Company”), Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, Inc., a Delaware corporation, Change Healthcare Operations, LLC, a Delaware limited liability company, Change Healthcare Solutions, LLC, a Delaware limited liability company, Change Healthcare Finance, Inc., a Delaware corporation, McKesson Technologies LLC, a Delaware limited liability company, PST Services LLC, a Georgia limited liability company (collectively, the “Company Parties”), the MCK Members (as defined below), the Sponsor Holders (as defined below), HCIT Holdings, Inc., a Delaware corporation

Sample 1Sample 2Sample 3See All (4)
DATA LICENSE AGREEMENT
Data License Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

This DATA LICENSE AGREEMENT (“Agreement”), effective as of February 28, 2017 (the “Effective Date”), is made by and between eRx Network, LLC, a Delaware limited liability company (“Connect LLC”), and Change Healthcare, Inc., a Delaware corporation (“Licensee”). Connect LLC and Licensee are sometimes referred to each as a “Party” and collectively as the “Parties”. Capitalized terms have the meanings given to them in Section 1 or elsewhere in this Agreement.

Sample 1Sample 2Sample 3
FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT (MANAGEMENT)
Tax Receivable Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation

This First Amendment (the “Amendment”) dated as of November 2, 2011 to the Tax Receivable Agreement (Management) dated as of August 17, 2009 (the “Tax Receivable Agreement”), is by and among Emdeon, Inc., a Delaware corporation (the “Corporate Taxpayer”) and the Equity Plan Members (as defined in the Tax Receivable Agreement). Capitalized terms used herein and not defined shall have their respective meanings as defined in the Tax Receivable Agreement.

Sample 1Sample 2Sample 3
TAX RECEIVABLE AGREEMENT (MANAGEMENT) among EMDEON INC. and THE PERSONS NAMED HEREIN Dated as of August 17, 2009
Tax Receivable Agreement • March 15th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • 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.

Sample 1Sample 2Sample 3
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Tennessee

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of June 3, 2017 (the “Effective Date”), by and between CHANGE HEALTHCARE LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and NEIL DE CRESCENZO (“Executive”).

Sample 1Sample 2Sample 3
AGREEMENT AND PLAN OF MERGER OF PF2 SPINCO LLC (A DELAWARE LIMITED LIABILITY COMPANY) WITH AND INTO HCIT HOLDINGS, INC. (A DELAWARE CORPORATION)
Agreement and Plan of Merger • March 15th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 20, 2016 by and between PF2 SpinCo LLC, a Delaware limited liability company to be converted to a Delaware corporation following the date hereof (“SpinCo”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), and McKesson Corporation, a Delaware corporation (“MCK”).

Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
SEPARATION AND DISTRIBUTION AGREEMENT by and between McKesson Corporation and PF2 SpinCo, Inc. and Change Healthcare Inc. and Change Healthcare LLC and Change Healthcare Intermediate Holdings, LLC and Change Healthcare Holdings, LLC Dated as of...
Separation and Distribution Agreement • February 10th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”), dated February 10, 2020, by and among McKesson Corporation, a Delaware corporation (“Parent”), (ii) PF2 SpinCo, Inc. (f/k/a PF2 SpinCo LLC), a Delaware corporation and wholly owned Subsidiary of Parent (“SpinCo”), and (iii) solely for the purposes of Articles 2, 3, 5, 6 and 7 herein, Change Healthcare Inc. (f/k/a HCIT Holdings, Inc.), a Delaware corporation (“Acquiror”) and (iv) Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “JV”), Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company (“NewCo Intermediate Holdings”) and Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company (“NewCo Holdings”).

Sample 1Sample 2Sample 3
AMENDED AND RESTATED LETTER AGREEMENT RELATING TO AGREEMENT OF CONTRIBUTION AND SALE
Letter Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation

THIS AMENDED AND RESTATED LETTER AGREEMENT (this “Letter Agreement”) is dated as of September 28, 2018, by and between McKesson Corporation, a Delaware corporation (“MCK”), PF2 IP LLC, a Delaware limited liability company (“MCK IPCo”), PF2 PST Services Inc., a Delaware corporation (“PST”, and together with MCK IPCo, the “MCK Members”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “Company”), and Change Healthcare Holdings, LLC (the “Parent Borrower”). MCK, the MCK Members, Echo, the Company, and the Parent Borrower, together, are referred to herein as the “Parties”.

Sample 1Sample 2Sample 3
AMENDMENT NO. 1 TO AGREEMENT OF CONTRIBUTION AND SALE
Agreement of Contribution and Sale • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation

This Amendment No. 1 to Agreement of Contribution and Sale (this “Amendment”) is entered into as of March 1, 2017 by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “Company”), Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company (“Intermediate Holdings”), Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company (“Holdings”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare, Inc., a Delaware corporation (“Echo Holdco”), for itself and in its capacity as Echo Representative, certain affiliates of The Blackstone Group, L.P. (“BX”), certain affiliates of Hellman & Friedman LLC (“H&F” and, together with BX and the other equityholders of Echo Holdco, the “Echo Shareholders”), and McKesson Corporation, a Delaware corporation (“MCK”).

Sample 1Sample 2Sample 3
Change Healthcare Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.
Security Agreement • December 7th, 2018 • Change Healthcare Inc. • Services-computer processing & data preparation • New York

SECURITY AGREEMENT dated as of March 1, 2017, among the Grantors (as defined below) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).

Sample 1Sample 2Sample 3
CROSS LICENSE AGREEMENT
Cross License Agreement • December 7th, 2018 • Change Healthcare Inc. • Services-computer processing & data preparation

This CROSS LICENSE AGREEMENT (this “Agreement”), dated as of March 1, 2017 (the “Closing Date”), is entered into by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “NewCo”), eRx Network, LLC, Delaware corporation (“Echo Connect”), and McKesson Corporation, a Delaware Corporation (“MCK”). NewCo, Echo Connect, MCK each may be referred to herein individually as a “Party” and collectively as the “Parties.”

Sample 1Sample 2
CROSS LICENSE AGREEMENT
Cross License Agreement • March 15th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation

This CROSS LICENSE AGREEMENT (this “Agreement”), dated as of March 1, 2017 (the “Closing Date”), is entered into by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “NewCo”), eRx Network, LLC, Delaware corporation (“Echo Connect”), and McKesson Corporation, a Delaware Corporation (“MCK”). NewCo, Echo Connect, MCK each may be referred to herein individually as a “Party” and collectively as the “Parties.”

Sample 1Sample 2
TAX RECEIVABLE AGREEMENT among Change Healthcare LLC (f/k/a PF2 Newco LLC), PF2 IP LLC, PF2 PST Services, Inc., McKesson Corporation and HCIT Holdings, Inc., Dated as of March 1, 2017
Tax Receivable Agreement • December 7th, 2018 • Change Healthcare Inc. • Services-computer processing & data preparation • New York

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 1, 2017, is hereby entered into by and among (i) Change Healthcare LLC (f/k/a PF2 Newco LLC), a Delaware limited liability company (the “Company”), (ii) PF2 IP LLC, a Delaware limited liability (“IPCo”), (iii) PF2 PST Services, Inc., a Delaware corporation (“New PST”), each of the other persons from time to time party hereto (the “TRA Parties”), (iv) McKesson Corporation, a Delaware corporation (“MCK”), in its capacity as MCK Representative, (v) solely for purposes of Sections 2.03, 2.04, Section 7.07 and 7.10 and Article 6 hereof, HCIT Holdings, Inc., a Delaware corporation (“Echo”) and (vi) Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company (“Intermediate Holdings”), Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company (“Holdings”), Change Healthcare Holdings, Inc., a Delaware corporation, Cha

Sample 1Sample 2
AMENDMENT NO. 1
Amendment No. 1 • July 10th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • New York

AMENDMENT NO. 1, dated as of July 3, 2019 (this “Amendment”), by and among the Persons signatory hereto as Refinancing Revolving Credit Lenders (such Persons, the “Refinancing Revolving Credit Lenders”), the Persons signatory hereto as Incremental Revolving Credit Lenders (such Persons, the “Incremental Revolving Credit Lenders”), CHANGE HEALTHCARE HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), CHANGE HEALTHCARE PERFORMANCE, INC., a Delaware corporation (“Change Parent”), CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Change Holdings”), CHANGE HEALTHCARE HOLDINGS, INC., a Delaware corporation (“Change Healthcare”), CHANGE HEALTHCARE OPERATIONS, LLC, a Delaware limited liability company (“CHO”), CHANGE HEALTHCARE SOLUTIONS, LLC, a Delaware limited liability company (“Change Solutions,” and together with CHO, Change Healthcare, Change Holdings, Change Parent and the Parent Borrower, collectively, the “Borrowers” and each, a “Borrower

Sample 1Sample 2
REPLACEMENT TRANCHE III NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLAN
Replacement Tranche Iii Nonqualified Stock Option Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

THIS TRANCHE III STOCK OPTION AGREEMENT (the “Agreement”) between HCIT Holdings, Inc., a Delaware corporation (the “Company”), Change Healthcare, Inc., a Delaware corporation (“Change”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page.

Sample 1Sample 2
Change Healthcare Inc. Tangible Equity Units Underwriting Agreement
Underwriting Agreement • May 24th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • New York

Each Security has a stated amount of $50.00 (the “Stated Amount”) and consists of (a) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the holder has purchased and the Company will agree to deliver on [•], 2022, subject to postponement in certain circumstances and subject to any early settlement of such Purchase Contract pursuant to the provisions thereof and of the Purchase Contract Agreement (the “Purchase Contract Agreement”), to be dated as of the date of the First Time of Delivery (as defined below), among the Company, U.S. Bank N.A., as purchase contract agent (“Purchase Contract Agent”) and attorney-in-fact for the holders of the Purchase Contracts from time to time, and the Trustee (as defined below), a number of shares of common stock, par value $0.001 per share, of the Company (“Stock”), determined pursuant to the terms of the Purchase Contract and the Purchase Contract Agreement and (b) a senior amortizing note with a final installment payment date

Sample 1Sample 2
TAX RECEIVABLE AGREEMENT among Change Healthcare, Inc., HCIT Holdings, Inc., Change Healthcare LLC, and the other parties named herein Dated as of February 28, 2017
Tax Receivable Agreement • March 15th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 28, 2017, is hereby entered into by and among Change Healthcare, Inc., a Delaware corporation (the “Corporate Taxpayer”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “JV”), Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI L.P., Blackstone Family Investment Partnership VI-ESC L.P. (the “Blackstone Representatives”), 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., Hellman & Friedman Capital Associates VI, L.P. (the “H&F Representatives” and, collectively, the “Change Shareholder Representatives”), the shareholders of the Corporate Taxpayer who become a party hereto by executing a joinder hereto in the form of Exhibit A hereto (collectively, and together with the H&F Representatives and the Blackst

Sample 1Sample 2
AMENDED AND RESTATED LETTER AGREEMENT RELATING TO AGREEMENT OF CONTRIBUTION AND SALE
Letter Agreement • December 7th, 2018 • Change Healthcare Inc. • Services-computer processing & data preparation

THIS AMENDED AND RESTATED LETTER AGREEMENT (this “Letter Agreement”) is dated as of September 28, 2018, by and between McKesson Corporation, a Delaware corporation (“MCK”), PF2 IP LLC, a Delaware limited liability company (“MCK IPCo”), PF2 PST Services Inc., a Delaware corporation (“PST”, and together with MCK IPCo, the “MCK Members”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “Company”), and Change Healthcare Holdings, LLC (the “Parent Borrower”). MCK, the MCK Members, Echo, the Company, and the Parent Borrower, together, are referred to herein as the “Parties”.

Sample 1Sample 2
REPLACEMENT VESTED STOCK APPRECIATION RIGHTS AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLAN
Replacement Vested Stock Appreciation Rights Agreement • March 15th, 2019 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware

THIS VESTED STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) between HCIT Holdings, Inc., a Delaware corporation (the “Company”), Change Healthcare, Inc., a Delaware corporation (“Change”), the individual named on the signature page hereto (the “Participant”) and solely for the purposes of Section 4(b), Section 6, Section 9 and Section 10 of this Agreement, the entities identified on the signature page hereto (the “Sponsor Entities”), is made as of the date set forth on such signature page.

Sample 1Sample 2
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!