AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • January 17th, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of June 21, 2022, by and among R1 RCM Holdco Inc., a Delaware corporation (formerly R1 RCM Inc.) (the “Initial Borrower”), R1 RCM Inc., a Delaware corporation (formerly Project Roadrunner Parent, Inc.) (the “Ultimate Borrower”), the other Persons party hereto that are designated as a “Credit Party”, Bank of America, N.A. (in its individual capacity, “Bank of America”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and such Lenders.
R1 RCM INC. WARRANTR1 RCM Inc. /DE • January 17th, 2024 • Services-management services • Delaware
R1 RCM INC., a Delaware corporation (the “Company”), hereby certifies that, for value received, Providence Health & Services–Washington, a Washington nonprofit corporation, or its registered assigns (the “Holder”), is entitled to purchase from the Company up to a total of 12,192,000 shares of common stock, $0.01 par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an initial exercise price equal to $10.52 per share, at any time during the period (the “Exercise Period”) commencing on the date hereof and terminating at 5:00 p.m., New York time on January 17, 2029 (the “Expiration Date”). This Warrant (this “Warrant”) is issued pursuant to that certain Securities Purchase Agreement, dated as of December 5, 2023, by and among the Company, the Holder, Lindy Transfer Holdings, Inc., a Delaware corporation, and each of the parties named therein (the “Purchase Agreement”). The term “Warrant Price” as used in
Director Nomination AgreementDirector Nomination Agreement • January 17th, 2024 • R1 RCM Inc. /DE • Services-management services • Delaware
This Director Nomination Agreement (this “Agreement”), dated January 17, 2024, is by and between R1 RCM Inc., a Delaware corporation (the “Company”), and Providence Health & Services—Washington, a Washington non-profit corporation (“Providence”). This Agreement is being entered into in connection with the Service Agreements (as defined below).
