SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PREMIER HEALTHCARE ALLIANCE, L.P.
Exhibit 10.1
SECOND AMENDMENT TO
AMENDED AND RESTATED
PREMIER HEALTHCARE ALLIANCE, L.P.
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF PREMIER HEALTHCARE ALLIANCE, L.P. (this “Second Amendment”) is made and entered into as of November 6, 2017 (the “Effective Date”) by Premier Services, LLC, the General Partner of Premier Healthcare Alliance, L.P. (“Premier LP”), pursuant to the authority granted to the General Partner under Section 15.1 of Premier LP’s Amended and Restated Limited Partnership Agreement effective as of October 1, 2013, as amended by that certain First Amendment to Amended and Restated Limited Partnership Agreement of Premier Healthcare Alliance, L.P. entered into as of January 27, 2014 (collectively, the “LP Agreement”). All capitalized terms not otherwise defined herein will have the meaning given to such terms in the LP Agreement.
1. Amendment. The definition of “Class B Unit Redemption Amount” set forth in Section 1.1 of the LP Agreement is hereby deleted and replaced in its entirety with the following:
“Class B Unit Redemption Amount” means the lower of (i) a Terminating Limited Partner’s capital account balance immediately following the Reorganization (after giving effect to the Contribution and the transactions contemplated in the Unit Put/Call Agreement, but excluding any appreciation in consequence of the Reorganization) multiplied by a fraction, the numerator of which is seven minus the number of full years following the last day of the calendar month in which Premier consummates the IPO and the denominator of which is seven or (ii) the Fair Market Value of such Unvested Units (using the principles set forth in the definition of “Deemed Per-Unit Value of the Class B Common Units”) as of the Termination Date, payable in accordance with Section 3.3.
2. Full Force and Effect of Agreement. Except as hereby specifically amended, the LP Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect according to its terms.
3. Copies to Limited Partners. The General Partner will provide copies of this Second Amendment to all Limited Partners.
IN WITNESS WHEREOF, this Second Amendment is hereby executed as of the Effective Date.
PREMIER SERVICES, LLC, a Delaware limited liability company, as General Partner of Premier Healthcare Alliance, L.P.
By: /s/ Xxxxx McKasson_____________
Name: Xxxxx XxXxxxxx
Title: Chief Financial Officer