TAX RECEIVABLE AGREEMENT (EXCHANGES) among EMDEON INC., H&F ITR HOLDCO, L.P., GA ITR HOLDCO, L.P., and GA-H&F ITR HOLDCO, L.P. DATED AS OF _________, 2009Tax Receivable Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • New York
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of , 2009, 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”), GA ITR Holdco, L.P., a Delaware limited partnership (the “GA ITR Entity”), GA-H&F ITR Holdco, L.P., a Delaware limited partnership (the “ITR Entity”), and each of the successors and assigns thereto.
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...Security Agreement • July 28th, 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. (“
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 28th, 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
TAX RECEIVABLE AGREEMENT (MANAGEMENT) among EMDEON INC. and THE PERSONS NAMED HEREIN DATED AS OF ______, 2009Tax Receivable Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • New York
This TAX RECEIVABLE AGREEMENT (MANAGEMENT) (this “Agreement”), dated as of , 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.
DONELSON CORPORATE CENTRE AMENDED AND RESTATED OFFICE LEASE AGREEMENT BUILDING ONE AND BUILDING THREELease Agreement • July 28th, 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”).
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’ REPRESENTATIVEEquity Holder Release • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of July 2, 2009, by and among EBS MASTER LLC, a Delaware limited liability company (the “Company”), Hellman & Friedman Capital Associates VI, L.P., a Delaware limited partnership (“HF Purchaser 1”), Hellman & Friedman Capital Executives VI, L.P., a Delaware limited partnership (“HF Purchaser 2”), HFCP VI Domestic AIV, L.P., a Delaware limited partnership (“HF Purchaser 3”), H&F Harrington AIV I, L.P., a Delaware limited partnership (“HF Purchaser 4” and, together with HF Purchaser 1, HF Purchaser 2, HF Purchaser 3 and any HF Permitted Transferees, the “HF Members”), Emdeon Inc., a Delaware corporation (“Existing GA Member”), EBS Acquisition II LLC, a Delaware limited liability company (“GA Purchaser II” and, together with Existing GA Member and any GA Permitted Transferees, the “GA Members”), EBS Executive Incentive Plan LLC,
REORGANIZATION AGREEMENT Dated as of , 2009Reorganization Agreement • July 28th, 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
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 Security Agreement • July 28th, 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
COMMON STOCK SUBSCRIPTION AND EBS UNIT VESTING AGREEMENTCommon Stock Subscription and Ebs Unit Vesting Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
Common Stock Subscription and EBS Unit Vesting Agreement (this “Agreement”), dated as of , 2009, by and among Emdeon Inc., a Delaware corporation (“Emdeon”), EBS Master LLC, a Delaware limited liability company (the “EBS Master”), and (the “Holder”).
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EBS MASTER LLC DATED AS OF [ ], 2009Limited Liability Company Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
This SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (as amended, supplemented or restated from time to time, this “Agreement”) is entered into as of [ ], 2009, by and among EBS MASTER LLC, a Delaware limited liability company (the “Company”), and the Persons listed on Schedule I from time to time, pursuant to the provisions of the Act, on the following terms and conditions. Capitalized terms used herein and not otherwise defined have the respective meanings set forth in Section 1.1.
AGREEMENT OF LEASE LEVEL 3 COMMUNICATIONS, LLC LANDLORD AND ENVOY CORPORATION TENANTAgreement of Lease • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
The plans on the following pages are intended solely to identify the general outline of the Support Space regarding conduit for Tenant’s use, and should not be used for any other purpose. All areas, dimensions and locations are approximate, and any physical conditions may exist as shown.
] Shares Emdeon Inc. Class A Common Stock, par value $0.00001 per share UNDERWRITING AGREEMENTUnderwriting Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • New York
The undersigned understands that Morgan Stanley & Co. Incorporated, Goldman, Sachs & Co., UBS Securities LLC and Barclays Capital Inc. ( the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Emdeon Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters listed in Schedule II thereto, including the Representatives (the “Underwriters”), of shares (the “Shares”) of Class A common stock, par value $0.00001 per share, of the Company (the “Class A Common Stock”).
FORM OF EMDEON INC. NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is made and entered into as of this day of , 20 (the “Grant Date”), by and between Emdeon Inc., a Delaware corporation (together with its Subsidiaries and Affiliates, the “Company”), and (the “Optionee”). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in the Emdeon Inc. 2009 Equity Incentive Plan, as amended (the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • Tennessee
This EMPLOYMENT AGREEMENT (the “Agreement”) is dated July 21, 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 Bob A. Newport, Jr. (“Executive”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • July 28th, 2009 • Emdeon Inc. • Services-business services, nec • New York
UNIT PURCHASE AGREEMENT, dated [ ], 2009 (this “Agreement”), among the sellers listed on Schedule I hereto, as sellers (collectively, the “Sellers” and, each a “Seller”), and Emdeon Inc., a Delaware corporation, as Purchaser (the “Purchaser”).
