INDEMNIFICATION AGREEMENT by and between EMDEON INC. and [ ], as Indemnitee Dated as of [___], 2009Indemnification Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [___], 2009, by and among Emdeon Inc., a Delaware corporation (the “Company”) and [___] (“Indemnitee”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Article 1.
STOCKHOLDERS’ AGREEMENT by and among EMDEON INC., HELLMAN & FRIEDMAN CAPITAL ASSOCIATES VI, L.P., HELLMAN & FRIEDMAN CAPITAL EXECUTIVES VI, L.P., HFCP VI DOMESTIC AIV, L.P., H&F HARRINGTON AIV II, L.P., HELLMAN & FRIEDMAN INVESTORS VI, L.P., GENERAL...Stockholders' Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This STOCKHOLDERS’ AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [ ], 2009, by and among Emdeon Inc., a Delaware corporation (the “Company”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“HF Stockholder 1”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“HF Stockholder 2”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (“HF Stockholder 3”), H&F Harrington AIV II, L.P., a Delaware limited partnership (“HF Stockholder 4”), Hellman & Friedman Investors VI, L.P., a Delaware limited partnership (“HF Stockholder 5” and, together with HF Stockholder 1, HF Stockholder 2, HF Stockholder 3 and HF Stockholder 4 and their respective Permitted Transferees, the “HF Stockholders”), General Atlantic Partners 83, L.P., a Delaware limited partnership (“GA Stockholder 1”), General Atlantic Partners 84, L.P., a Delaware limited partnership (“GA Stockholder 2”), GAP
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
EMPLOYMENT AGREEMENT (the “Agreement”) dated as of on or about July 21, 2008 (the “Effective Date”), by and between EMDEON BUSINESS SERVICES, LLC, a Delaware corporation (the “Company”, which shall include its subsidiaries and affiliates), and GREGORY T. STEVENS (“Executive”).
SECURITIES PURCHASE AGREEMENT among HLTH CORPORATION, SYN BUSINESS HOLDINGS, INC., EBS MASTER LLC, EBS ACQUISITION LLC and THE PURCHASERS Dated as of February 8, 2008Securities Purchase Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of February 8, 2008, among HLTH CORPORATION, a Delaware corporation (“Parent”), SYN BUSINESS HOLDINGS, INC., a California corporation and wholly owned subsidiary of Parent (the “Seller”), EBS MASTER LLC, a Delaware limited liability company of which EBS Acquisition LLC (as defined below), EBS Executive Incentive Plan LLC, a Delaware limited liability company, and the Seller are members (“Master LLC”), EBS Acquisition LLC, a Delaware limited liability company (“EBS Acquisition LLC”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (the “H&F Purchaser 1”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (the “H&F Purchaser 2”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (the “H&F Purchaser 3”), H&F Harrington AIV I, L.P., a Delaware limited partnership (the “H&F Purchaser 4” and, together with H&F Purchaser 1, H&F Purchaser 2 and H&F Purchaser 3, the “H
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger is made and entered into this ___day of , 2009 by and among Emdeon Inc., a Delaware corporation (“Emdeon”), EBS Holdco I, LLC, a Delaware limited liability company (“Sub 1”), and EBS Acquisition II, LLC, a Delaware limited liability company (“EBS Acquisition II” and, together with Sub 1, the “Constituent Entities”).
SECOND LIEN CREDIT AGREEMENT Dated as of November 16, 2006 among GA EBS MERGER, LLC (which on the Closing Date will be merged with and into EMDEON BUSINESS SERVICES LLC), as Borrower, MEDIFAX-EDI HOLDING COMPANY, as Additional Borrower, EBS MASTER...Second Lien Credit Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • New York
SECOND LIEN CREDIT AGREEMENT (this “Agreement”) dated as of November 16, 2006, among GA EBS MERGER, LLC, a limited liability company organized under the laws of Delaware (“Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws of Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited liability company organized under the laws of Delaware (“Holdco”), the Lenders, CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers (in such capacity, the “Lead Arrangers”), CGMI, DBSI and BEAR, STEARNS & CO. INC. (“BSCI”), as joint bookrunners, DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as syndication agent (in such capacity, the “Syndication Agent”) and BEAR STEARNS CORPORATE LENDING INC. (“
FIRST LIEN CREDIT AGREEMENT Dated as of November 16, 2006 among GA EBS MERGER, LLC (which on the Closing Date will be merged with and into EMDEON BUSINESS SERVICES LLC), as Borrower, MEDIFAX-EDI HOLDING COMPANY, as Additional Borrower, EBS MASTER LLC,...First Lien Credit Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • New York
FIRST LIEN CREDIT AGREEMENT (this “Agreement”) dated as of November 16, 2006, among GA EBS MERGER, LLC, a limited liability company organized under the laws of Delaware (“Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws of Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited liability company organized under the laws of Delaware (“Holdco”), the Lenders, CITIBANK, N.A. (“Citibank”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as collateral agent (in such capacity, the “Collateral Agent"), as Swingline Lender and as Issuing Bank, CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and DEUTSCHE BANK SECURITIES INC. (“DBSI”), as joint lead arrangers (in such capacity, the “Lead Arrangers”), CGMI, DBSI and BEAR, STEARNS & CO. INC. (“BSCI”), as joint bookrunners, DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as syndication agent (in such capacity, the “Syndication Agent”) and B
AGREEMENT AND PLAN OF MERGERMerger Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger is made and entered into this ___day of , 2009 by and among Emdeon Inc., a Delaware corporation (“Emdeon”), EBS Holdco II, LLC, a Delaware limited liability company (“Sub 2”), and H&F Harrington, Inc., a Delaware corporation (“Harrington” and, together with Sub 2, the “Constituent Entities”).
DONELSON CORPORATE CENTRE AMENDED AND RESTATED OFFICE LEASE AGREEMENT BUILDING ONE AND BUILDING THREEOffice Lease Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
THIS AMENDED AND RESTATED LEASE (the “Lease Agreement” or “Lease”) is made and entered into effective as of the 12 day of June, 2008 (the “Effective Date”), by and among Donelson Corporate Centre, Limited Partnership, a Tennessee limited partnership (“Landlord”), Envoy LLC, a Delaware limited liability company, the successor in interest to Envoy Corporation (“Tenant”), and Emdeon Business Services, LLC, a Delaware limited liability company (“Guarantor”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated July 7, 2009 (the “Effective Date”), and is entered into by and between EMDEON BUSINESS SERVICES, LLC, a Delaware corporation (the “Company”, which shall include its subsidiaries and affiliates), and Gary Stuart (“Executive”).
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Among EMDEON CORPORATION, EBS HOLDCO, INC., EBS MASTER LLC, EMDEON BUSINESS SERVICES LLC, MEDIFAX–EDI HOLDING COMPANY, EBS ACQUISITION LLC, GA EBS MERGER LLC and EBS MERGER CO. Dated as of NOVEMBER 15,...Agreement and Plan of Merger • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • New York
AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 15, 2006, among EMDEON CORPORATION, a Delaware corporation (“Parent”), EBS HOLDCO, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Holdco 1”), EBS MASTER LLC, a Delaware limited liability company the sole member of which is Holdco 1 (“Master LLC”), EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company the sole member of which is Master LLC (“EBS LLC”), MEDIFAX-EDI HOLDING COMPANY, a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Medifax”), EBS ACQUISITION LLC, a Delaware limited liability company (the “Purchaser”), GA EBS MERGER LLC, a Delaware limited liability company the sole member of which is the Purchaser (“Merger LLC”), and EBS MERGER CO., a Delaware corporation and a wholly owned subsidiary of Merger LLC (“Merger Co”).
AGREEMENT OF LEASE LEVEL 3 COMMUNICATIONS, LLC LANDLORD AND ENVOY CORPORATION TENANTLease Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
EMPLOYMENT AGREEMENTEmployment Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated June 3, 2009, and is entered into by and between EMDEON BUSINESS SERVICES LLC, a Delaware corporation (together with its subsidiaries and Affiliates, as defined below, the “Company”), and Tracy Bahl (“Executive”).
LEASE AGREEMENTLease Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec
THIS AGREEMENT OF LEASE, hereinafter referred to as “Lease”, made this 5th day of December, 1997, by and between BDM Properties, an Ohio General Partnership, Kenneth A. MacLaren, Managing Partner, with its mailing address at 2915 Secretariat Road, Toledo, Ohio 43615, hereinafter referred to as “Lessor”, and Professional Office Services, Inc., an Ohio Corporation, with its principal office located at 909 Phillips Avenue, Toledo, Ohio 43612, hereinafter referred to as “Lessee” such references also including the heirs, executors, personal representative, successors and assigns of said parties whenever the context so admits.
AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • New York
This AMENDMENT NO. 1 TO SECOND LIEN CREDIT AGREEMENT (this “Amendment No. 1”), is dated as of July 7, 2009, to the Second Lien Credit Agreement dated as of November 16, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among GA EBS MERGER, LLC, a limited liability company organized under the laws of Delaware (“Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws of Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited liability company organized under the laws of Delaware, the Lenders party thereto, CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as collateral agent, as Swingline Lender and as Issuing Bank Capitalized terms used herein but not otherwise defined herein have the meaning ascribed to such terms in the Credit Agreement (as amended to date).
AGREEMENT AND PLAN OF MERGER BY AND AMONG EBS MASTER LLC, ENVOY LLC, EMDEON MERGER SUB LLC ERX NETWORK, L.L.C. AND LONGHORN MEMBERS REPRESENTATIVE, LLC, AS THE MEMBERS’ REPRESENTATIVEMerger Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This Agreement and Plan of Merger (the “Agreement”), made and entered into as of July 2, 2009, is by and among EBS Master LLC, a Delaware limited liability company (“EBS Master”), Envoy LLC, a Delaware limited liability company which is a wholly-owned indirect subsidiary of EBS Master (“Envoy”), Emdeon Merger Sub LLC, a Texas limited liability company which is a wholly-owned subsidiary of Envoy (“Merger Sub”) (EBS Master, Envoy and Merger Sub, collectively, the “Emdeon Entities”), eRx Network, L.L.C., a Texas limited liability company (the “Company”), and Longhorn Members Representative, LLC, a North Carolina limited liability company, as the Members’ Representative. Capitalized terms used herein and not otherwise defined herein are defined as set forth in Annex A attached hereto.
ContractFirst Lien Credit Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • New York
AMENDMENT NO. 1, dated as of March 9, 2007 (this “Amendment”), to the First Lien Credit Agreement dated as of November 16, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among EBS MASTER LLC, a Delaware limited liability company (“Holdings”), EMDEON BUSINESS SERVICES LLC (successor by merger to GA EBS MERGER, LLC, a Delaware limited liability company (the “Borrower”), MEDIFAX-EDI HOLDING COMPANY, INC., a Delaware corporation (the “Additional Borrower” and together with the Borrower, the “Borrowers”), the Lenders from time to time party thereto (the “Lenders”), CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”), Collateral Agent, Swingline Lender and Issuing Bank, Citigroup Global Markets Inc., as joint lead arranger and joint bookrunner, Deutsche Bank Securities Inc., as joint lead arranger and joint bookrunner, Bear, Stearns & Co Inc., as joint lead arranger and joint bookrunner
FIRST AMENDMENT TO SUBLEASESublease • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
THIS FIRST AMENDMENT TO SUBLEASE (as the same may be amended or otherwise modified from time to time, this “Amendment”) is made as of June 8, 2006 by and between WILLIS NORTH AMERICA INC., a Delaware corporation (“Sublandlord”), and ENVOY CORPORATION, a Delaware corporation (“Subtenant”).
REORGANIZATION AGREEMENT Dated as of , 2009Reorganization Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • New York
REORGANIZATION AGREEMENT, dated as of , 2009, by and among Emdeon Inc., a Delaware corporation (the “Company”), EBS Acquisition II, LLC, a Delaware limited liability company (“EBS Acquisition II”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“H&F Capital Associates”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“H&F Capital Executives”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (“HFCP Domestic”), H&F Harrington AIV I, L.P., a Delaware limited partnership (“Harrington LP”), Hellman & Friedman Investors VI, L.P., a Delaware limited partnership (“H&F GP”), H&F Harrington Inc., a Delaware corporation (“Harrington Inc.”), H&F Harrington AIV II, L.P., a Delaware limited partnership (“Harrington AIV”), the ERX Members of EBS Master LLC set forth on Schedule IV hereto (the “ERX Members”), EBS Holdco I, LLC, a Delaware limited liability company (“Sub 1”), EBS Holdco II, LLC, a Delaware limited liability co
AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • July 9th, 2009 • Emdeon Inc. • Services-business services, nec • New York
This AMENDMENT NO. 2 TO FIRST LIEN CREDIT AGREEMENT (this “Amendment No. 2”), is dated as of July 7, 2009, to the First Lien Credit Agreement dated as of November 16, 2006 (as amended by Amendment No. 1 to First Lien Credit Agreement dated as of March 9, 2007, and as further amended, supplemented, amended and restated or otherwise modified from time to time, the “Credit Agreement”), among GA EBS MERGER, LLC, a limited liability company organized under the laws of Delaware (“Borrower”), MEDIFAX-EDI HOLDING COMPANY, a corporation organized under the laws of Delaware (the “Additional Borrower” and together with Borrower, “Borrowers” ), EBS MASTER LLC, a limited liability company organized under the laws of Delaware, the Lenders party thereto, CITIBANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders, as collateral agent, as Swingline Lender and as Issuing Bank.
