INDEMNIFICATION AGREEMENTIndemnification Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
This Indemnification Agreement is effective as of [ ], 2019 (this “Agreement”) and is between Change Healthcare Inc., a Delaware corporation (the “Company”), and the undersigned director/officer of the Company (the “Indemnitee”).
INDENTURE Dated as of February 15, 2017 Among CHANGE HEALTHCARE HOLDINGS, LLC, as the Issuer, CHANGE HEALTHCARE FINANCE, INC., as the Co-Issuer, and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee, Transfer Agent, Registrar and Paying Agent...Indenture • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • New York
INDENTURE, dated as of February 15, 2017, among (a) Change Healthcare Holdings, LLC, a Delaware limited liability company, as Issuer (as defined herein), (b) Change Healthcare Finance, Inc., a Delaware corporation, as Co-Issuer (as defined herein), (c) the Guarantors (as defined herein) from time to time party hereto, and (d) Wilmington Trust, National Association, as Trustee, Transfer Agent, Registrar and Paying Agent.
PURCHASE CONTRACT AGREEMENT Dated as of July 1, 2019 between CHANGE HEALTHCARE INC. and U.S. BANK N.A., as Purchase Contract Agent, as Attorney-in-Fact for the Holders of Equity-Linked Securities from time to time as provided herein and as Trustee...Purchase Contract Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • New York
PURCHASE CONTRACT AGREEMENT, dated as of July 1, 2019 between CHANGE HEALTHCARE INC., a Delaware corporation (the “Company”), and U.S. BANK N.A., a national banking association acting as purchase contract agent and attorney-in-fact for the Holders of Equity-Linked Securities (as defined herein) from time to time (the “Purchase Contract Agent”) and as trustee under the Indenture (as defined herein).
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
THIS STOCK OPTION AGREEMENT (the “Agreement”) by and between HCIT Holdings, Inc., a Delaware corporation (the “Company”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page.
REPLACEMENT TRANCHE I NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
THIS TRANCHE I STOCK OPTION AGREEMENT (the “Agreement”) between HCIT Holdings, Inc., a Delaware corporation (the “Company”), Change Healthcare, Inc., a Delaware corporation (“Change”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page.
EIS TO NEWCO TRANSITION SERVICES AGREEMENTNewco Transition Services Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of March 1, 2017, is made by and between McKesson Corporation, a Delaware corporation (“MCK”) and Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (“NewCo”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement have the meaning assigned to such terms in the Contribution Agreement (as defined below).
TAX MATTERS AGREEMENT between McKesson Corporation, on behalf of itself and the members of the Parent Group, and PF2 SpinCo Inc., on behalf of itself and the members of the SpinCo Group, and Change Healthcare Inc., on behalf of itself and the members...Tax Matters Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [●] between McKesson Corporation (“Parent”), a Delaware corporation, on behalf of itself and the members of the Parent Group, PF2 SpinCo Inc. (“SpinCo”), a Delaware corporation, on behalf of itself and the members of the SpinCo Group, Change Healthcare Inc. (“Acquiror”), a Delaware corporation, on behalf of itself and the members of the Acquiror Group, Change Healthcare LLC (f/k/a PF2 NewCo LLC) (“JV”), a Delaware limited liability company, on behalf of itself and the members of the Acquiror Group (solely for purposes of Section 2, Section 4(c), Section 5(g), Section 12, Section 15(d) and Section 19), and Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC) (“OpCo”), a Delaware limited liability company.
DATA LICENSE AGREEMENTData License Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
This DATA LICENSE AGREEMENT (“Agreement”), effective as of February 28, 2017 (the “Effective Date”), is made by and between eRx Network, LLC, a Delaware limited liability company (“Connect LLC”), and Change Healthcare, Inc., a Delaware corporation (“Licensee”). Connect LLC and Licensee are sometimes referred to each as a “Party” and collectively as the “Parties”. Capitalized terms have the meanings given to them in Section 1 or elsewhere in this Agreement.
FIRST AMENDMENT TO TAX RECEIVABLE AGREEMENT (MANAGEMENT)Tax Receivable Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation
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.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Tennessee
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), effective as of June 3, 2017 (the “Effective Date”), by and between CHANGE HEALTHCARE LLC, a Delaware limited liability company (the “Company”, which shall include its subsidiaries and affiliates), and NEIL DE CRESCENZO (“Executive”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between McKesson Corporation and PF2 SpinCo, Inc. and Change Healthcare Inc. and Change Healthcare LLC and Change Healthcare Intermediate Holdings, LLC and Change Healthcare Holdings, LLC Dated as of [ ]Separation and Distribution Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT (the “Agreement”), dated [ ], by and among McKesson Corporation, a Delaware corporation (“Parent”), (ii) PF2 SpinCo, Inc. (f/k/a PF2 SpinCo LLC), a Delaware corporation and wholly owned Subsidiary of Parent (“SpinCo”), and (iii) solely for the purposes of Articles 2, 3, 5, 6 and 7 herein, Change Healthcare Inc. (f/k/a HCIT Holdings, Inc.), a Delaware corporation (“Acquiror”) and (iv) Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “JV”), Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company (“NewCo Intermediate Holdings”) and Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company (“NewCo Holdings”).
AMENDED AND RESTATED LETTER AGREEMENT RELATING TO AGREEMENT OF CONTRIBUTION AND SALELetter Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation
THIS AMENDED AND RESTATED LETTER AGREEMENT (this “Letter Agreement”) is dated as of September 28, 2018, by and between McKesson Corporation, a Delaware corporation (“MCK”), PF2 IP LLC, a Delaware limited liability company (“MCK IPCo”), PF2 PST Services Inc., a Delaware corporation (“PST”, and together with MCK IPCo, the “MCK Members”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “Company”), and Change Healthcare Holdings, LLC (the “Parent Borrower”). MCK, the MCK Members, Echo, the Company, and the Parent Borrower, together, are referred to herein as the “Parties”.
AMENDMENT NO. 1 TO AGREEMENT OF CONTRIBUTION AND SALEAgreement of Contribution and Sale • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation
This Amendment No. 1 to Agreement of Contribution and Sale (this “Amendment”) is entered into as of March 1, 2017 by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “Company”), Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company (“Intermediate Holdings”), Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company (“Holdings”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare, Inc., a Delaware corporation (“Echo Holdco”), for itself and in its capacity as Echo Representative, certain affiliates of The Blackstone Group, L.P. (“BX”), certain affiliates of Hellman & Friedman LLC (“H&F” and, together with BX and the other equityholders of Echo Holdco, the “Echo Shareholders”), and McKesson Corporation, a Delaware corporation (“MCK”).
CHANGE HEALTHCARE INC., as Issuer, AND U.S. BANK N.A., as Trustee First Supplemental Indenture Dated as of July 1, 2019 to Indenture Dated as of July 1, 2019 5.50% Senior Amortizing Notes due 2022First Supplemental Indenture • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • New York
FIRST SUPPLEMENTAL INDENTURE dated as of July 1, 2019 (this “Supplemental Indenture”) between CHANGE HEALTHCARE INC., a Delaware corporation (the “Company”), and U.S. BANK N.A., a national banking association, as trustee (the “Trustee”), supplementing the Indenture dated as of July 1, 2019, between the Company and the Trustee (the “Base Indenture”).
REPLACEMENT 2.5X RESTRICTED STOCK GRANT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANRestricted Stock Grant Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
THIS 2.5X RESTRICTED STOCK GRANT AGREEMENT (the “Agreement”) between HCIT Holdings, Inc., a Delaware corporation (the “Company”), Change Healthcare, Inc., a Delaware corporation (“Change”), and the individual named on the signature page hereto (the “Participant”) is made as of the date set forth on such signature page.
REPLACEMENT UNVESTED STOCK APPRECIATION RIGHTS AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANStock Appreciation Rights Agreement • February 4th, 2020 • Change Healthcare Inc. • Services-computer processing & data preparation • Delaware
THIS UNVESTED STOCK APPRECIATION RIGHTS AGREEMENT (the “Agreement”) between HCIT Holdings, Inc., a Delaware corporation (the “Company”), Change Healthcare, Inc., a Delaware corporation (“Change”), the individual named on the signature page hereto (the “Participant”) and solely for the purposes of Section 4(b), Section 6, Section 9 and Section 10 of this Agreement, the entities identified on the signature page hereto (the “Sponsor Entities”), is made as of the date set forth on such signature page.
