INDEMNITY AGREEMENTIndemnification Agreement • August 17th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 11, 2020, by and between FORTRESS VALUE ACQUISITION CORP. II, a Delaware corporation (the “Company”), and Micah B. Kaplan (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2020, is made and entered into by and among Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), Fortress Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
30,000,000 Units1 Fortress Value Acquisition Corp. II UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • New York
Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 30,000,000 units (“Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 17th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 11, 2020 by and between Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 17th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 11, 2020, by and between FORTRESS VALUE ACQUISITION CORP. II, a Delaware corporation (the “Company”), and Alexander P. Gillette (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 17th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, effective as of August 11, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), and Fortress Acquisition Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between FORTRESS VALUE ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 17th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 11, 2020, is by and between Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • June 23rd, 2021 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is entered into and effective as of [●], by and between ATI Physical Therapy, Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Fortress Value Acquisition Corp. II • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 21, 2021, is made and entered into by and among Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), Fortress Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Existing Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity deemed an “Existing Holder” , an “Existing Holder” and collectively the “Existing Holders”) and the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as def
Fortress Value Acquisition Corp. II 46th Floor New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 24th, 2020 • Fortress Value Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), and [●], as representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1
FIRST LIEN CREDIT AGREEMENT Dated as of May 10, 2016 among WILCO PURCHASER, INC. (to be merged with and into ATI Holdings Acquisition, Inc.), as Purchaser, ATI HOLDINGS ACQUISITION, INC., following the Closing Date Merger, as the Borrower, WILCO...First Lien Credit Agreement • June 23rd, 2021 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • Delaware
FIRST LIEN CREDIT AGREEMENT, dated as of May 10, 2016 (this “Agreement”), by and among Wilco Purchaser, Inc., a Delaware corporation (“Purchaser” and, prior to the Closing Date Merger (as defined below), the Borrower), which upon the effectiveness of the Closing Date Merger (as defined below) will be merged with and into ATI Holdings Acquisition, Inc., a Delaware corporation (the “Target” and, after the Closing Date Merger, the Borrower), Wilco Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party hereto, Barclays Bank PLC (“Barclays”), in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”) and as an Issuing Bank and the Swingline Lender, HSBC Bank USA, N.A. (“HSBC”), as an Issuing Bank, and Barclays, HSBC Securities (USA) Inc. and Jefferies Finance, LLC, as joint lead arrangers and joint bookrunners (in such capac
Fortress Value Acquisition Corp. II New York, New York 10105Securities Subscription Agreement • July 24th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • New York
Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), is pleased to accept the offer Fortress Acquisition Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 8,625,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,125,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2022 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of December 16, 2022 (the “Signing Date”), between ATI Physical Therapy, Inc. (the “Company”) and Scott Gregerson (“Employee”).
CONSENT AGREEMENT TO AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit Agreement • June 15th, 2023 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York
CREDIT AGREEMENT, dated as of February 24, 2022, (this “Agreement”), by and among ATI Holdings Acquisition, Inc., a Delaware corporation (the “Borrower”), Wilco Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), the Lenders from time to time party hereto, Barclays Bank PLC (“Barclays”), in its capacities as administrative agent and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”) and as an Issuing Bank and HPS Investment Partners, LLC (“HPS”) as Arranger (in such capacity, the “Arranger”).
Fortress Value Acquisition Corp. IIAdministrative Services Agreement • August 17th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Fortress Value Acquisition Corp. II (the “Company”) and FIG LLC (“FIG”), an affiliate of our sponsor, Fortress Acquisition Sponsor II LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AGREEMENT AND PLAN OF MERGER by and among FORTRESS VALUE ACQUISITION CORP. II, FVAC MERGER CORP. II, and WILCO HOLDCO, INC. February 21, 2021Merger Agreement • February 22nd, 2021 • Fortress Value Acquisition Corp. II • Blank checks • Delaware
This Agreement and Plan of Merger is made and entered into as of February 21, 2021, by and among Fortress Value Acquisition Corp. II, a Delaware corporation (“Acquiror”), FVAC Merger Corp. II, a Delaware corporation and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub”) and Wilco Holdco, Inc., a Delaware corporation (the “Company”).
Fortress Value Acquisition Corp. IIAdministrative Services Agreement • July 24th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • New York
This letter agreement by and between Fortress Value Acquisition Corp. II (the “Company”) and FIG LLC (“FIG”), an affiliate of our sponsor, Fortress Acquisition Sponsor II LLC, dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Fortress Value Acquisition Corp. II 46th Floor New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 17th, 2020 • Fortress Value Acquisition Corp. II • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc., Morgan Stanley & Co. LLC and BofA Securities, Inc., as representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 2nd, 2024 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York
MUTUAL RELEASEMutual Release Agreement • November 17th, 2021 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities
In exchange for good and valuable consideration set forth in that certain Employment Agreement (the “Employment Agreement”) between the undersigned, Cedric Coco (“Employee”) and ATI Physical Therapy, Inc. (the “Company”), the sufficiency of which is hereby acknowledged, Employee, on behalf of Employee, Employee’s executors, heirs, administrators, assigns and anyone else claiming by, through or under Employee, irrevocably and unconditionally, releases, and forever discharges the Company, its predecessors, successors and related and affiliate entities, including, without limitation, parents and subsidiaries, and each of their respective directors, officers, employees, attorneys, insurers, agents and representatives (collectively, the “Released Parties”), from, and with respect to, any and all debts, demands, actions, causes of action, suits, covenants, contracts, wages, bonuses, damages and any and all claims, demands, liabilities, and expenses (including attorneys’ fees and costs) whats
AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENTTransaction Support Agreement • April 21st, 2023 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York
This AMENDED & RESTATED TRANSACTION SUPPORT AGREEMENT (together with all exhibits, schedules, and attachments hereto, as amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of April 17, 2023, is entered into by and among:
FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2021 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York
THIS FIRST AMENDMENT, dated as of June 16, 2021 (this “Amendment”), to that certain amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), dated as of February 21, 2021, by and among Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), Fortress Acquisition Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), the other Existing Holders and the New Holders. Capitalized terms used but not otherwise defined in this Amendment shall have the meaning ascribed thereto in the A&R Registration Rights Agreement.
ContractTransaction Support Agreement • March 16th, 2023 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • February 22nd, 2021 • Fortress Value Acquisition Corp. II • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 21st day of February, 2021, by and between Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 23rd, 2021 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities
This FOURTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Fourth Amendment”), dated as of August 16, 2017, by and among Wilco Intermediate Holdings, Inc. (“Holdings”), ATI Holdings Acquisition, Inc., a Delaware corporation (the “Borrower”), as borrower, Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent (in such capacities, including any permitted successor thereto, the “Administrative Agent”), and Barclays, as an Additional Term Lender of August 2017 Incremental Term Loans (as defined below) (in such capacity, each a “August 2017 Incremental Term Loan Lender”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2022 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities
This First Amendment (the “Amendment”) to that certain Employment Agreement dated May 14, 2021 (the “Original Agreement”), by ATI Physical Therapy, Inc. (f/k/a Fortress Value Acquisition Corp. II (the “Company”), and Augustus Oakes (“Employee”), is made by the parties to be effective as of June 20, 2022 (the “Amendment Date”). The term “Agreement” shall mean the Original Agreement, as modified by this Amendment, and all other capitalized terms used but not otherwise defined herein shall have the meanings given them in the Original Agreement.
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 17th, 2024 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York
NOTE PURCHASE AGREEMENT, dated as of April 17, 2023 (this “Agreement”), by and among ATI PHYSICAL THERAPY, INC., a Delaware corporation (the “Issuer”), ATI HOLDINGS ACQUISITION, INC., a Delaware corporation (“Opco”), WILCO HOLDCO, INC. (“Intermediate Parent”), WILCO INTERMEDIATE HOLDINGS, INC., Inc., a Delaware corporation (“Holdings”), the institutions from time to time party hereto as Purchasers and WILMINGTON SAVINGS FUND SOCIETY, FSB (“WSFS”), in its capacities as purchaser representative and collateral agent for the Purchasers and the other Secured Parties (in its capacities as purchaser representative and collateral agent, the “Purchaser Representative”).
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO PARENT LOAN GUARANTYCredit Agreement • December 17th, 2024 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York
ATI PHYSICAL THERAPY, INC. REGISTRATION RIGHTS AGREEMENT PREAMBLERegistration Rights Agreement • June 15th, 2023 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • New York
FIRST AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT AMONG ATI PHYSICAL THERAPY, INC. AND THE HOLDERS PARTY HERETO FROM TIME TO TIME Dated as of June 15, 2023Investors’ Rights Agreement • June 15th, 2023 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities
This FIRST AMENDMENT TO INVESTORS’ RIGHTS AGREEMENT (this “Amendment”), dated as of June 15, 2023, is made by and among ATI Physical Therapy, Inc., a Delaware corporation (the “Company”), and each of the Parties listed on Exhibit A of the Agreement (as defined below) from time to time as an “Investor” (each, an “Investor” and, collectively, the “Investors” and, together with the Company, the “Parties”).
SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 23rd, 2021 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities
This SECOND AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Second Amendment”), dated as of June 29, 2017, by and among Wilco Intermediate Holdings, Inc. (“Holdings”), ATI Holdings Acquisition, Inc., a Delaware corporation (the “Borrower”), as borrower, Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent (in such capacities, including any permitted successor thereto, the “Administrative Agent”), and Barclays, as an Additional Term Lender of 2017 Incremental Term Loans (as defined below) (in such capacity, each a “2017 Incremental Term Loan Lender”).
FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 23rd, 2021 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities
This FIFTH AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “Fifth Amendment”), dated as of October 2, 2018, by and among Wilco Intermediate Holdings, Inc. (“Holdings”), ATI Holdings Acquisition, Inc., a Delaware corporation (the “Borrower”), as borrower, Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent (in such capacities, including any permitted successor thereto, the “Administrative Agent”), and Barclays, as an Additional Term Lender of 2018 Incremental Term Loans (as defined below) (in such capacity, each a “2018 Incremental Term Loan Lender”).
ESCROW AGREEMENTEscrow Agreement • December 17th, 2024 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities • Delaware
This Escrow Agreement, dated this 12th day of December, 2024 (the “Escrow Agreement”), is entered into by and among ATI Physical Therapy, Inc., a Delaware Corporation (“ATI”), Caspian Capital Solutions Fund L.P. (“Caspian”), Onex Capital Solutions Holdings, LP (“Onex,” and together with Caspian, the “Purchaser Parties,” and each individually, a “Purchaser Party,” and the Purchaser Parties, together with ATI, the “Parties,” and each individually, a “Party”), and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as escrow agent (“Escrow Agent”). Unless otherwise specified, capitalized terms used but not defined herein have the respective meanings specified in the Third Amendment to Note Purchase Agreement, dated as of the date hereof (the “Third Amendment”) by and among ATI, the other parties thereto and Wilmington Savings Fund Society, FSB, as purchaser representative (the “Purchase Representative”), which amends that certai
STOCKHOLDERS AGREEMENTStockholders Agreement • February 22nd, 2021 • Fortress Value Acquisition Corp. II • Blank checks • Delaware
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made as of the 21st day of February, 2021, and shall be effective as of the Effective Time, by and among Fortress Value Acquisition Corp. II, a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto and any additional investor that becomes a party to this Agreement in accordance with Section 4.1.
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 23rd, 2021 • ATI Physical Therapy, Inc. • Services-nursing & personal care facilities
This FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENT (this “First Amendment”), dated as of December 13, 2016, by and among Wilco Intermediate Holdings, Inc. (“Holdings”), ATI Holdings Acquisition, Inc., a Delaware corporation (the “Borrower”), as borrower, Barclays Bank PLC (“Barclays”), as administrative agent and collateral agent (in such capacities, including any permitted successor thereto, the “Administrative Agent”) and Barclays, as an Additional Term Lender of 2016 Incremental Term Loans (as defined below) (in such capacity, each a “2016 Incremental Term Loan Lender”).
