CHANGE HEALTHCARE INC., as Issuer, and U.S. BANK N.A., as Trustee INDENTURE Dated as of July 1, 2019 Senior SecuritiesIndenture • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • New York
INDENTURE, dated as of July 1, 2019, between Change Healthcare Inc., a Delaware corporation (herein called the “Company”), having its principal office at 3055 Lebanon Pike, Suite 1000, Nashville, Tennessee, and U.S. Bank N.A., as Trustee (herein called the “Trustee”).
CREDIT AGREEMENT Dated as of March 1, 2017, among CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, LLC, as Holdings, CHANGE HEALTHCARE HOLDINGS, LLC, as the Parent Borrower, THE OTHER BORROWERS PARTY HERETO, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO...Credit Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation
This CREDIT AGREEMENT (as the same may be amended, modified, refinanced and/or restated from time to time, this “Agreement”) is entered into as of March 1, 2017, among CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, LLC, a Delaware limited liability company, CHANGE HEALTHCARE HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), CHANGE HEALTHCARE, INC., a Delaware corporation (“Change Parent”), CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Change Holdings”), CHANGE HEALTHCARE HOLDINGS, INC., a Delaware corporation (“Change Healthcare”), CHANGE HEALTHCARE OPERATIONS, LLC, a Delaware limited liability company (“CHO”), CHANGE HEALTHCARE SOLUTIONS, LLC, a Delaware limited liability company (“Change Solutions,” and together with CHO, Change Healthcare, Change Holdings, Change Parent and the Parent Borrower, collectively, the “Borrowers” and each, a “Borrower”), the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative A
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • February 4th, 2020 • PF2 SpinCo, 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.
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 4th, 2020 • PF2 SpinCo, 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).
SECURITY AGREEMENT dated as of March 1, 2017 among THE GRANTORS IDENTIFIED HEREIN and BANK OF AMERICA, N.A., as Collateral AgentSecurity Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • New York
SECURITY AGREEMENT dated as of March 1, 2017, among the Grantors (as defined below) and Bank of America, N.A., as Collateral Agent for the Secured Parties (in such capacity, together with its successors and permitted assigns, the “Collateral Agent”).
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 • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • 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.
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CHANGE HEALTHCARE LLC DATED AS OF MARCH 1, 2017Limited Liability Company Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • Delaware
This Third Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “Company”), is made as of March 1, 2017, by and among (i) PF2 IP LLC, a Delaware limited liability company (“MCK IPCo”), (ii) PF2 PST Services Inc., a Delaware corporation (“PST”, and together with MCK IPCo, the “MCK Members”), (iii) HCIT Holdings, Inc., a Delaware corporation newly formed by the Echo Shareholders (as defined below) (“Echo”, and together with the MCK Members, the “Initial Members”), (iv) the Company, (v) each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act and (vi) Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company, Change Healthcare, Inc., a Delaware corporation
TRANSITION SERVICES AGREEMENTTransition Services Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation
This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of February 28, 2017, is made by and between Change Healthcare, Inc., a Delaware corporation (“Change Healthcare”) and eRx Network, LLC, a Delaware limited liability company (“Connect LLC”). Capitalized terms used in this Agreement but not otherwise defined in this Agreement or in Annex A attached hereto have the meaning assigned to such terms in the Contribution Agreement.
AGREEMENT OF CONTRIBUTION AND SALE dated as of June 28, 2016 by and among PF2 NEWCO LLC PF2 NEWCO INTERMEDIATE HOLDINGS, LLC PF2 NEWCO HOLDINGS, LLC MCKESSON CORPORATION HCIT HOLDINGS, INC. CHANGE HEALTHCARE, INC. CHANGE AGGREGATOR L.P. and H&F ECHO...Agreement of Contribution and Sale • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • Delaware
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 1, 2017, by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (together with its successors and assigns, the “Company”), Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company, Change Healthcare Holdings, Inc., a Delaware corporation, Change Healthcare Operations, LLC, a Delaware limited liability company, Change Healthcare Solutions, LLC, a Delaware limited liability company, Change Healthcare Finance, Inc., a Delaware corporation, McKesson Technologies LLC, a Delaware limited liability company, PST Services LLC, a Georgia limited liability company (collectively, the “Company Parties”), the MCK Members (as defined below), the Sponsor Holders (as defined below), HCIT Holdings, Inc., a Delaware corporation
TAX RECEIVABLE AGREEMENT (MANAGEMENT) among EMDEON INC. and THE PERSONS NAMED HEREIN Dated as of August 17, 2009Tax Receivable Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • New York
This TAX RECEIVABLE AGREEMENT (MANAGEMENT) (this “Agreement”), dated as of August 17, 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.
AGREEMENT AND PLAN OF MERGER OF PF2 SPINCO LLC (A DELAWARE LIMITED LIABILITY COMPANY) WITH AND INTO HCIT HOLDINGS, INC. (A DELAWARE CORPORATION)Agreement and Plan of Merger • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 20, 2016 by and between PF2 SpinCo LLC, a Delaware limited liability company to be converted to a Delaware corporation following the date hereof (“SpinCo”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), and McKesson Corporation, a Delaware corporation (“MCK”).
CROSS LICENSE AGREEMENTCross License Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation
This CROSS LICENSE AGREEMENT (this “Agreement”), dated as of March 1, 2017 (the “Closing Date”), is entered into by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “NewCo”), eRx Network, LLC, Delaware corporation (“Echo Connect”), and McKesson Corporation, a Delaware Corporation (“MCK”). NewCo, Echo Connect, MCK each may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1Amendment No. 1 • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • New York
AMENDMENT NO. 1, dated as of July 3, 2019 (this “Amendment”), by and among the Persons signatory hereto as Refinancing Revolving Credit Lenders (such Persons, the “Refinancing Revolving Credit Lenders”), the Persons signatory hereto as Incremental Revolving Credit Lenders (such Persons, the “Incremental Revolving Credit Lenders”), CHANGE HEALTHCARE HOLDINGS, LLC, a Delaware limited liability company (the “Parent Borrower”), CHANGE HEALTHCARE PERFORMANCE, INC., a Delaware corporation (“Change Parent”), CHANGE HEALTHCARE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Change Holdings”), CHANGE HEALTHCARE HOLDINGS, INC., a Delaware corporation (“Change Healthcare”), CHANGE HEALTHCARE OPERATIONS, LLC, a Delaware limited liability company (“CHO”), CHANGE HEALTHCARE SOLUTIONS, LLC, a Delaware limited liability company (“Change Solutions,” and together with CHO, Change Healthcare, Change Holdings, Change Parent and the Parent Borrower, collectively, the “Borrowers” and each, a “Borrower
TAX RECEIVABLE AGREEMENT among Change Healthcare, Inc., HCIT Holdings, Inc., Change Healthcare LLC, and the other parties named herein Dated as of February 28, 2017Tax Receivable Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of February 28, 2017, is hereby entered into by and among Change Healthcare, Inc., a Delaware corporation (the “Corporate Taxpayer”), HCIT Holdings, Inc., a Delaware corporation (“Echo”), Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the “JV”), Blackstone Capital Partners VI L.P., Blackstone Family Investment Partnership VI L.P., Blackstone Family Investment Partnership VI-ESC L.P. (the “Blackstone Representatives”), H&F Harrington AIV II, L.P., HFCP VI Domestic AIV, L.P., Hellman & Friedman Investors VI, L.P., Hellman & Friedman Capital Executives VI, L.P., Hellman & Friedman Capital Associates VI, L.P. (the “H&F Representatives” and, collectively, the “Change Shareholder Representatives”), the shareholders of the Corporate Taxpayer who become a party hereto by executing a joinder hereto in the form of Exhibit A hereto (collectively, and together with the H&F Representatives and the Blackst
REPLACEMENT VESTED STOCK APPRECIATION RIGHTS AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANReplacement Vested Stock Appreciation Rights Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • Delaware
THIS VESTED 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.
REPLACEMENT TRANCHE II NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. 2009 EQUITY INCENTIVE PLANReplacement Tranche Ii Nonqualified Stock Option Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • Delaware
THIS TRANCHE II 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • Delaware
WHEREAS, it is essential to the Company to retain and attract as directors and officers the most capable persons available.
COMPLETION DATE SUPPLEMENTAL INDENTURECompletion Date Supplemental Indenture • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • New York
Completion Date Supplemental Indenture (this “Completion Date Supplemental Indenture”), dated as of March 1, 2017, among the Subsidiaries of Change Healthcare Holdings, LLC, a Delaware limited liability company (the “Issuer”), that are signatories hereto as Guarantors (collectively, the “Completion Date Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
TAX RECEIVABLE AGREEMENT among Change Healthcare LLC (f/k/a PF2 Newco LLC), PF2 IP LLC, PF2 PST Services, Inc., McKesson Corporation and HCIT Holdings, Inc., Dated as of March 1, 2017Tax Receivable Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • New York
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of March 1, 2017, is hereby entered into by and among (i) Change Healthcare LLC (f/k/a PF2 Newco LLC), a Delaware limited liability company (the “Company”), (ii) PF2 IP LLC, a Delaware limited liability (“IPCo”), (iii) PF2 PST Services, Inc., a Delaware corporation (“New PST”), each of the other persons from time to time party hereto (the “TRA Parties”), (iv) McKesson Corporation, a Delaware corporation (“MCK”), in its capacity as MCK Representative, (v) solely for purposes of Sections 2.03, 2.04, Section 7.07 and 7.10 and Article 6 hereof, HCIT Holdings, Inc., a Delaware corporation (“Echo”) and (vi) 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”), Change Healthcare Holdings, Inc., a Delaware corporation, Cha
STOCKHOLDERS AGREEMENT BY AND AMONG HCIT HOLDINGS, INC., CHANGE HEALTHCARE LLC, MCKESSON CORPORATION, AND THE SPONSORS, OTHER INVESTORS AND MANAGERS NAMED HEREIN DATED AS OF MARCH 1, 2017Stockholders Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • Delaware
THIS STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of March 1, 2017, is made by and among:
OPTION TO ENTER INTO A PURCHASE AGREEMENTOption to Enter Into a Purchase Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • Delaware
This Option to Enter into a Purchase Agreement (this “Agreement”) is entered into as of February 28, 2017, by and among (i) eRx Network Holdings, Inc., a Delaware corporation (“Echo Connect Holdings”), eRx Network, LLC, a Delaware limited liability company and a wholly owned subsidiary of eRx Network Holdings (“Connect LLC”; and together with Echo Connect Holdings, the “Connect Parties”) (ii) Change Healthcare, Inc., a Delaware corporation (“Echo Holdco”), Change Healthcare Solutions, LLC, a Delaware limited liability company (“Change Solutions” and together with Echo Holdco, the “Echo Parties”), Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company (“Change Intermediate”), Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company (“Change Holdings”), Change Healthcare Holdings, Inc., a Delaware corporation, Change Healthcare Operations, LLC, a Delaware limited liabilit
February 25, 2017 Rod O’Reilly [address] Dear Rod:Employment Agreement • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • British Columbia
This letter agreement (the “Agreement”) summarizes and confirms the terms and conditions for your position created as a result of your present employer, McKesson Medical Imaging Company, currently doing business as Imaging and Workflow Solutions (“IWS Canada”), becoming part of the joint venture between McKesson Corporation and Change Healthcare (the “Joint Venture”). You acknowledge that the present terms and conditions of your employment with IWS Canada will remain in effect until closing of this transaction (the “Closing Date”), anticipated in the first quarter of 2017; at which time the terms of this Agreement will prevail.
WAIVER AND AMENDMENT TO STOCKHOLDERS AGREEMENT, LIMITED LIABILITY COMPANY AGREEMENT AND OPTION TO PURCHASEStockholders Agreement, Limited Liability Company Agreement and Option to Purchase • February 4th, 2020 • PF2 SpinCo, Inc. • Services-computer processing & data preparation • Delaware
This Waiver and Amendment (this “Waiver and Amendment”) to (i) that certain Stockholders Agreement by and among Change Healthcare Inc. (f/k/a HCIT Holdings, Inc.) (“Change Healthcare Inc.”), Change Healthcare LLC, McKesson Corporation (“McK”) and the Sponsors, Other Investors and Managers named therein, dated as of March 1, 2017 (the “Stockholders Agreement”), (ii) that certain Third Amended and Restated Limited Liability Company Agreement of Change Healthcare LLC, dated as of March 1, 2017 (the “LLCA”) and (iii) that certain Option to Enter into a Purchase Agreement by and among the Connect Parties named therein, the Company Parties named therein, the Sponsors named therein and the Echo Shareholders named therein, dated as of February 28, 2017 (the “Option to Purchase”), is entered into as of May 30, 2019 by and among Change Healthcare Inc., Change Healthcare LLC, McK, Change Healthcare Solutions, LLC and the requisite holders of Echo Shares (as defined in the Stockholders Agreement)
NONQUALIFIED STOCK OPTION AGREEMENT UNDER THE HCIT HOLDINGS, INC. AMENDED AND RESTATED 2009 EQUITY INCENTIVE PLANNonqualified Stock Option Agreement • February 4th, 2020 • PF2 SpinCo, 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.
