INDENTURE Dated as of November 2, 2011 Among BEAGLE ACQUISITION CORP., as the Issuer, to be merged with and into EMDEON INC., as the surviving entity, the Guarantors from time to time party hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee...Indenture • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • New York
INDENTURE, dated as of November 2, 2011, among Beagle Acquisition Corp., a Delaware corporation that shall be merged with and into Emdeon Inc., a Delaware corporation, with Emdeon Inc. continuing as the surviving corporation, the Guarantors (as defined herein) from time to time party hereto and Wilmington Trust, National Association, a national banking association, as Trustee.
CREDIT AGREEMENT Dated as of November 2, 2011 Among BEAGLE INTERMEDIATE HOLDINGS, INC., as Holdings, EMDEON INC., as the Parent Borrower, THE OTHER BORROWERS PARTY HERETO THE GUARANTORS PARTY HERETO FROM TIME TO TIME BANK OF AMERICA, N.A., as...Credit Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • New York
This CREDIT AGREEMENT is entered into as of November 2, 2011, among BEAGLE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), EMDEON INC., a Delaware corporation (the “Company”) as a Borrower (the “Parent Borrower”), EBS HOLDCO I, LLC, a Delaware limited liability company (“EBS Holdco I”), EBS HOLDCO II, LLC, a Delaware limited liability company (“EBS Holdco II”), EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (“EBS”), MEDIFAX-EDI HOLDING COMPANY, a Delaware corporation (together with EBS Holdco I, EBS Holdco II and EBS, the “Co-Borrowers,” together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), the other Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as L/C Issuer and Swing Line Lender.
375,000,000 11 1/4% Senior Notes due 2020Registration Rights Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • New York
This Registration Rights Agreement (this “Agreement”) is dated as of November 2, 2011, and is entered into by and among BEAGLE ACQUISITION CORP., a Delaware corporation (“Beagle”), which shall be merged with and into EMDEON INC., a Delaware corporation (the “Company”), with the Company continuing as the surviving corporation, the guarantors listed on Schedule I hereto (the “Guarantors”), Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. as Representatives of the several initial purchasers named on Annex A-1 to the Purchase Agreement referenced below (collectively, the “Initial Purchasers”) and the several GS Note Purchasers named in Annex A-2 to the Purchase Agreement (collectively, the “GS Note Purchasers” and, together with the Initial Purchasers, the “Purchasers”).
ContractSupplemental Indenture • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of July 10, 2012, between TC3 Health, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), a subsidiary of Emdeon Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
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, 2011Tax Receivable Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • 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.
FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT (MANAGEMENT)Tax Receivable Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec
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.
LIMITED LIABILITY COMPANY AGREEMENT OF HEALTHCARE TECHNOLOGY MANAGEMENT SERVICES LLCLimited Liability Company Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF HEALTHCARE TECHNOLOGY MANAGEMENT SERVICES LLC (this “LLC Agreement”), dated as of March 24, 2010, is adopted and agreed to by the Sole Member (as defined below) of Healthcare Technology Management Services LLC, a Delaware limited liability company (the “Company”).
LIMITED LIABILITY COMPANY AGREEMENT OF CHAPIN REVENUE CYCLE MANAGEMENT, LLCLimited Liability Company Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT OF CHAPIN REVENUE CYCLE MANAGEMENT, LLC (this “LLC Agreement”), dated as of June 25, 2010, is adopted and agreed to by the Sole Member (as defined below) of Chapin Revenue Cycle Management, LLC, a Delaware limited liability company (the “Company”). This LLC Agreement supersedes any prior limited liability company agreement of the Company including, without limitation, that certain Fourth Amended and Restated Operating Agreement of the Company, dated June 17, 2008, as amended.
LIMITED LIABILITY COMPANY AGREEMENT OF EBS HOLDCO II, LLCLimited Liability Company Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
This Limited Liability Company Agreement (this “Agreement”) of EBS Holdco II, LLC, a Delaware limited liability company, dated as of July 29, 2009, is adopted and entered into by Emdeon, Inc., a Delaware corporation, as its sole member (the “Member”).
Joinder Agreement to Registration Rights AgreementJoinder Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • New York
WHEREAS, Beagle Acquisition Corp., a Delaware corporation (“Beagle”), and the Initial Purchasers (as defined in the Registration Rights Agreement referenced below) heretofore executed and delivered a Registration Rights Agreement, dated as of the date hereof (the “Registration Rights Agreement”), providing for the registration rights with respect to the Registrable Securities (as defined therein); and
OPERATING AGREEMENT OF MEDIFAX-EDI, LLC a Tennessee Limited Liability CompanyOperating Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Tennessee
Formation of Limited Liability Company. MediFAX-EDI Holding Company, a Delaware corporation (the “Member”), hereby forms the Company as a limited liability company pursuant to the provisions of the Tennessee Limited Liability Company Act, § 48-201-101, et seq., as it may be amended from time to time, and any successor to such statute (the “Act”). The Company has been formed as a result of the conversion (the “Conversion”) of MediFAX-EDI Inc., a Tennessee corporation, into a Tennessee limited liability company upon the filing of Articles of Conversion with the Secretary of State of the State of Tennessee, and such Conversion shall have the effect set forth in Section 48-21-112 of the Tennessee Business Corporation Act (“TBCA”). The rights and obligations of the Member and the administration and termination of the Company shall be governed by the Agreement, the TBCA, and the Act. The Agreement shall be considered the “Limited Liability Company Agreement” of the Company within the meaning
STOCKHOLDERS’ AGREEMENT BY AND AMONG BEAGLE PARENT CORP. BEAGLE INTERMEDIATE HOLDINGS, INC. BEAGLE ACQUISITION CORP. AND THE SPONSORS, OTHER INVESTORS AND MANAGERS NAMED HEREIN DATED AS OF NOVEMBER 2, 2011Stockholders’ Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
THIS STOCKHOLDERS’ AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of November 2, 2011, is made by and among:
LIMITED LIABILITY COMPANY AGREEMENT of EXPRESSBILL LLC, dated and effective as of October 31, 2006 (this “Agreement”).Limited Liability Company Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
Emdeon Business Services LLC, a Delaware limited liability company (the “Member”), has formed ExpressBill LLC, a Delaware limited liability company (the “Company”), pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the “LLC Act”) that from and after the date hereof shall be governed by, and operated pursuant to, the terms and provisions of this Agreement.
ContractTransaction and Advisory Fee Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
This TRANSACTION AND ADVISORY FEE AGREEMENT (this “Agreement”) is dated as of November 2, 2011, and is between Beagle Parent Corp., a Delaware corporation (the “Company”), Beagle Intermediate Holdings, Inc., a Delaware corporation (“Intermediate Holdings”), Beagle Acquisition Corp., a Delaware corporation (“Merger Sub”) (which will merge with and into Emdeon Inc., a Delaware corporation (“Emdeon”)), Blackstone Management Partners L.L.C., a Delaware limited liability company (“BMP”), and Hellman & Friedman, L.P., a Delaware limited partnership (“H&F” and together with BMP, the “Managers”).
SECURITY AGREEMENT dated as of November 2, 2011 among THE GRANTORS IDENTIFIED HEREIN and BANK of AMERICA, N.A., as Administrative AgentSecurity Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • New York
SECURITY AGREEMENT dated as of November 2, 2011, among the Grantors (as defined below) and Bank of America, N.A., as Administrative Agent for the Secured Parties (in such capacity, the “Administrative Agent”).
LIMITED LIABILITY COMPANY AGREEMENT OF ADVANCED BUSINESS FULFILLMENT, LLCLimited Liability Company Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
This Limited Liability Company Agreement (the “Agreement”) of Advanced Business Fulfillment, LLC (the “Company”) is made and effective as of December 31, 2004 (the “Effective Date”).
ContractSupplemental Indenture • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 2, 2011, among Emdeon Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereto (the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
THIRD AMENDED AND RESTATED OPERATING AGREEMENT AND REGULATIONS OF ERX NETWORK, L.L.C.Operating Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Texas
THIS THIRD AMENDED AND RESTATED OPERATING AGREEMENT AND REGULATIONS OF ERX NETWORK, L.L.C. (this “Limited Liability Company Agreement”), dated as of July 2, 2009, is adopted and agreed to by the Sole Member (as defined below) of eRx Network, L.L.C., a Texas limited liability company (the “Company”).
LIMITED LIABILITY COMPANY AGREEMENT OF DAKOTA IMAGING LLCLimited Liability Company Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
This Limited Liability Company Agreement (the “Agreement”) of DAKOTA IMAGING LLC (the “Company”) is made and effective as of October 26, 2006 (the “Effective Date”).
OPERATING AGREEMENT OF KINETRA LLC, A DELAWARE LIMITED LIABILITY COMPANYOperating Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
THIS OPERATING AGREEMENT (this “Agreement”) of Kinetra LLC, a Delaware limited liability company (the “Company”), is entered into as of February 1, 2000 and shall constitute the “limited liability company agreement” of the Company within the meaning of Section 18-101(7) of the Delaware Limited Liability Company Act, Title 6, Delaware Corporations Code, Section 18-101 et seq., as amended (the “Act”).
ContractSupplemental Indenture • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of November 2, 2011, among Emdeon Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on the signature pages hereto (the “Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF ENVOY LLCLimited Liability Company Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
This Limited Liability Company Agreement (the “Agreement”) of ENVOY LLC (the “Company”) is made and effective as of October 27, 2006 (the “Effective Date”).
LIMITED LIABILITY COMPANY AGREEMENT OF MEDE AMERICA OF OHIO LLCLimited Liability Company Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
This Limited Liability Company Agreement (the “Agreement”) of MedE America of Ohio LLC (the “Company”) is made and effective as of October 31, 2006 (the “Effective Date”).
AMENDMENT NO. 1Joinder Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • New York
AMENDMENT NO. 1, dated as of April 24, 2012 (this “Amendment”), to the Credit Agreement dated as of November 2, 2011 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among BEAGLE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), EMDEON INC., a Delaware corporation (the “Parent Borrower”), EBS HOLDCO I, LLC, a Delaware limited liability company (“EBS Holdco I”), EBS HOLDCO II, LLC, a Delaware limited liability company (“EBS Holdco II”), EMDEON BUSINESS SERVICES LLC, a Delaware limited liability company (“EBS”), MEDIFAX-EDI HOLDING COMPANY, a Delaware corporation (together with EBS Holdco I, EBS Holdco II and EBS, the “Co-Borrowers,” together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), the Guarantors from time to time party thereto, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent (in
LIMITED LIABILITY COMPANY AGREEMENT of EMDEON BUSINESS SERVICES LLC, dated and effective as of October 20, 2006 (this “Agreement”).Limited Liability Company • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
EBS Master LLC, a Delaware limited liability company (the “Member”), has formed Emdeon Business Services LLC, a Delaware limited liability company (the “Company”), pursuant to the provisions of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. (the “LLC Act”) that from and after the date hereof shall be governed by, and operated pursuant to, the terms and provisions of this Agreement.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EBS MASTER LLCLimited Liability Company Agreement • July 20th, 2012 • TC3 Health, Inc. • Services-business services, nec • Delaware
This Eighth Amended and Restated Limited Liability Company Agreement (this “Agreement”) of EBS Master LLC (the “Company”) is entered into effective as of the 2nd day of November, 2011, by and among the Company, Emdeon Inc. (“Emdeon”), EBS Holdco I, LLC (“Holdco I”), and EBS Holdco II, LLC (“Holdco II”, and collectively with Emdeon and Holdco I, the “Members”).
