SURGICAL CARE AFFILIATES, INC. 4,000,000 Shares of Common Stock Underwriting AgreementSurgical Care Affiliates, Inc. • August 11th, 2015 • Services-specialty outpatient facilities, nec • New York
Certain stockholders named in Schedule 1 hereto (the “Selling Stockholders”) of Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), propose to sell to Citigroup Global Markets Inc. (the “Underwriter”) an aggregate of 4,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Shares”). The outstanding shares of Common Stock of the Company are referred to herein as the “Stock”.
SURGICAL CARE AFFILIATES, INC. [•] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • October 16th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • New York
Surgical Care Affiliates, Inc., a Delaware corporation (“Surgical Care Affiliates”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [•] shares of common stock, par value $0.01 per share, of the Company (as defined below), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [•] shares of common stock of the Company (collectively, the “Underwritten Shares”). In addition, certain of the Selling Stockholders, as indicated in Schedule 2 hereto, propose to sell, at the option of the Underwriters, up to an additional [•] shares of common stock of the Company (the “Option Shares”) in the individual amounts indicated in Schedule 2 hereto under the column titled “Number of Option Shares”. The Underwritten Shares and the Option Shares are herein referred
SUPPLEMENTAL INDENTURESupplemental Indenture • July 23rd, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of January 14, 2011, among SCA Surgery Holdings, LLC (the “Guaranteeing Subsidiary”), a subsidiary of Surgical Care Affiliates, LLC, a Delaware limited liability company (the “Company”), Surgical Holdings, Inc. (the “Co-Issuer” and, together with the Company, the “Issuers”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
CREDIT AGREEMENT dated as of March 17, 2015, among SURGICAL CARE AFFILIATES, INC., as Borrower, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and THE OTHER LENDERS PARTY HERETO SUNTRUST BANK, as Syndication...Credit Agreement • March 17th, 2015 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • New York
This CREDIT AGREEMENT (this “Agreement”) dated as of March 17, 2015, among SURGICAL CARE AFFILIATES, INC., a Delaware corporation (the “Borrower”), JPMORGAN CHASE BANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), J.P. MORGAN SECURITIES LLC, GOLDMAN SACHS BANK USA, CITIGROUP GLOBAL MARKETS INC., BARCLAYS BANK PLC, SUNTRUST ROBINSON HUMPHREY, INC., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and MORGAN STANLEY SENIOR FUNDING, INC., as Joint Bookrunners and Joint Lead Arrangers, BMO CAPITAL MARKETS CORP. and TPG CAPITAL BD, LLC, as Co-Managers, SUNTRUST BANK, as syndication agent, and BARCLAYS BANK PLC, as documentation agents.
REGISTRATION RIGHTS AGREEMENT BY AND AMONG SURGICAL CARE AFFILIATES, INC. AND CERTAIN STOCKHOLDERS DATED AS OF November 4, 2013Registration Rights Agreement • November 4th, 2013 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • New York
This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of November 4, 2013, is made by and among:
SURGICAL CARE AFFILIATES, INC. INDEMNITY AGREEMENTIndemnity Agreement • March 24th, 2014 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Indemnity Agreement (the “Agreement”), dated as of , 2014, is made by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2013 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec
This AGREEMENT, dated as of October 30, 2013 (the “Agreement”), by and among Surgical Care Affiliates, Inc. (the “Parent”), Surgical Care Affiliates LLC (the “Employer” and together with the Parent, the “Company”) and Joseph T. Clark (the “Executive”).
STANDARD OFFICE LEASE BY AND BETWEEN LONG RIDGE OFFICE PORTFOLIO, L.P., a Delaware limited partnership AS LANDLORD, AND SURGICAL CARE AFFILIATES, LLC, a Delaware limited liability company AS TENANT SUITE 250 CORPORATE 500 CENTRE Deerfield, Illinois 60015Office Lease • September 5th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • Illinois
This Standard Office Lease (“Lease”) is made and entered into as of this day of May, 2010, by and between LONG RIDGE OFFICE PORTFOLIO, L.P., a Delaware limited partnership (“Landlord”), and SURGICAL CARE AFFILIATES, LLC, a Delaware limited liability company (“Tenant”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 21st, 2017 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec
This Agreement is entered into between Andrew Hayek (“Executive”) and United HealthCare Services, Inc. (“UnitedHealth Group”) on the date set forth beneath the parties’ signatures below.
STOCKHOLDERS AGREEMENT BY AND AMONG SURGICAL CARE AFFILIATES, INC. AND THE STOCKHOLDERS PARTY HERETO DATED AS OF NOVEMBER 4, 2013Stockholders Agreement • November 4th, 2013 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • New York
This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “Agreement”), dated as of November 4, 2013, is made by and among:
SENIOR NOTES INDENTURE Dated as of March 17, 2015 Among SURGICAL CARE AFFILIATES, INC. the Guarantors listed herein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee 6.00% SENIOR NOTES DUE 2023Senior Notes Indenture • March 17th, 2015 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • New York
SENIOR NOTES INDENTURE, dated as of March 17, 2015, among Surgical Care Affiliates, Inc., a Delaware corporation, the Guarantors listed on the signature pages hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee.
SURGICAL CARE AFFILIATES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT TIME- VESTING RESTRICTED STOCK UNITSRestricted Stock Unit Award Agreement • February 22nd, 2016 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”) is entered into as of _____________ (the “Grant Date”), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), and _____________, a director of the Company or one or more of its Subsidiaries (the “Participant”).
SURGICAL CARE AFFILIATES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT TIME- VESTING RESTRICTED UNITSRestricted Stock Unit Award Agreement • March 24th, 2014 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Restricted Stock Unit Award Agreement (the “Agreement”), is entered into as of [—] (the “Grant Date”), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), and [—], an employee of the Company or one or more of its Subsidiaries (the “Participant”).
FORM OF RESTRICTED EQUITY UNIT GRANT AGREEMENTRestricted Equity Unit Grant Agreement • September 5th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • Delaware
THIS RESTRICTED EQUITY UNIT GRANT AGREEMENT (this “Agreement”), made as of the day of , 20 between Surgical Care Affiliates LLC (the “Company”), ASC Acquisition LLC (“ASC”) and (the “Grantee”).
SUPPLEMENT NO. 1 TO GUARANTYASC Acquisition LLC • September 5th, 2013 • Services-specialty outpatient facilities, nec
SUPPLEMENT NO. 1 dated as of December 16 , 2010, to the Guaranty dated as of June 29, 2007, among ASC ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), SURGERY CENTERS MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”) to be merged with and into SURGICAL CARE AFFILIATES, LLC, a Delaware limited liability company (“SCA”), certain subsidiaries of SCA from time to time party hereto (collectively, “Subsidiaries” and, individually, “Subsidiary”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined below).
Surgical Care Affiliates, Inc. Birmingham, AL 35244Surgical Care Affiliates, Inc. • March 13th, 2015 • Services-specialty outpatient facilities, nec
We refer to the Option Agreement by and between Surgical Care Affiliates, Inc., as the successor entity to ASC Acquisition LLC (the “Company”),1 and HealthSouth Corporation (“HealthSouth”), dated as of June 29, 2007 (the “Option Agreement”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in the Option Agreement.
SURGICAL CARE AFFILIATES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT TIME-BASED OPTIONSNon-Qualified Stock Option Agreement • March 24th, 2014 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Non-Qualified Stock Option Agreement (this “Option Agreement”) is entered into as of [—] (the “Grant Date”), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”) and [—] (the “Participant”).
GUARANTY dated as of June 29, 2007 among ASC ACQUISITION LLC, as Holdings, SURGERY CENTERS MERGER SUB LLC, (to be merged with and into Surgical Care Affiliates, LLC), as the Borrower CERTAIN SUBSIDIARIES OF SURGICAL CARE AFFILIATES, LLC to be...Guaranty • September 5th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec
GUARANTY dated as of June 29, 2007, among ASC ACQUISITION, LLC, a Delaware limited liability company (“Holdings”), SURGERY CENTERS MERGER SUB LLC, a Delaware limited liability company (“Merger Sub”) to be merged with and into SURGICAL CARE AFFILIATES, LLC, a Delaware limited liability company (“SCA”), certain subsidiaries of SCA from time to time party hereto (collectively, “Subsidiaries” and, individually, “Subsidiary”), and JPMORGAN CHASE BANK, N.A., as Administrative Agent (as defined below).
AMENDMENT TO UNIT OPTION GRANT AGREEMENTS SURGICAL CARE AFFILIATES, INC. MANAGEMENT EQUITY INCENTIVE PLANOption Grant Agreements • February 22nd, 2016 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec
This AMENDMENT TO UNIT OPTION GRANT AGREEMENTS (this “Amendment”), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), and Peter J. Clemens IV, an employee of the Company or one or more of its Subsidiaries (the “Participant”), shall be effective as of June 1, 2015. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Incentive Plan (as defined below).
CONSULTING AGREEMENTConsulting Agreement • April 17th, 2015 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Alabama
This Consulting Agreement (this “Agreement”) is made and entered into on April 15, 2015, by and among Surgical Care Affiliates, Inc. (the “Parent”), Surgical Care Affiliates, LLC (“SCA” and together with the Parent, the “Company”) and Peter J. Clemens IV (“Consultant”). The Company and Consultant may be referred to herein collectively as the “Parties” and individually as a “Party.”
SURGICAL CARE AFFILIATES, INC. NON-QUALIFIED STOCK OPTION AGREEMENT TIME-BASED STOCK OPTIONSNon-Qualified Stock Option Agreement • February 22nd, 2016 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Non-Qualified Stock Option Agreement (this “Option Agreement”) is entered into as of _____________ (the “Grant Date”), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”) and _____________ (the “Participant”).
SURGICAL CARE AFFILIATES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT TIME- VESTING RESTRICTED STOCK UNITSRestricted Stock Unit Award Agreement • February 22nd, 2016 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”), is entered into as of _____________ (the “Grant Date”), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), and _____________, an employee of the Company or one or more of its Subsidiaries (the “Participant”).
THIRD AMENDMENT TO OFFICE LEASEOffice Lease • May 3rd, 2016 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Illinois
This Declaration of the Relocation Commencement Date is made as of --------·' 201_, by TR DEERFIELD OFFICE LLC, a Delaware limited liability company ("Landlord"), and SURGICAL CARE AFFILIATES, LLC, a Delaware limited liability company ("Tenant"), who agree as follows:
OPTION AGREEMENTOption Agreement • March 13th, 2015 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Option Agreement, dated as of June 29, 2007 (this “Agreement”), is entered into by and between ASC ACQUISITION LLC, a Delaware limited liability company (“Buyer”) and HEALTHSOUTH CORPORATION, a Delaware corporation (“Seller”).
ContractReaffirmation Agreement • September 5th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • New York
REAFFIRMATION AGREEMENT dated as of June 30, 2011 (this “Reaffirmation Agreement”), among SURGICAL CARE AFFILIATES, LLC (the “Borrower”), ASC ACQUISITION LLC (“Holdings”), the subsidiaries of the Borrower listed on Schedule A hereto (collectively, together with the Borrower and Holdings, the “Reaffirming Parties”), and JPMORGAN CHASE BANK, N.A., as the Administrative Agent, Swing Line Lender, and L/C Issuer for the Lenders (in such capacity, the “Agent”).
AGREEMENT AND PLAN OF REORGANIZATION by and among UNITEDHEALTH GROUP INCORPORATED, SPARTAN MERGER SUB 1, INC., SPARTAN MERGER SUB 2, LLC, and SURGICAL CARE AFFILIATES, INC. Dated as of January 7, 2017Agreement and Plan of Reorganization • January 9th, 2017 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”), dated as of January 7, 2017, is by and among Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), UnitedHealth Group Incorporated, a Delaware corporation (“Parent”), Spartan Merger Sub 1, Inc., a Delaware corporation and indirect wholly owned subsidiary of Parent and direct wholly owned subsidiary of Merger Sub 2 (“Purchaser”), and Spartan Merger Sub 2, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Parent (“Merger Sub 2”, and, together with Purchaser, the “Merger Subs”). Parent, each of the Merger Subs and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
LIMITED LIABILITY COMPANY AGREEMENT OF SPARTAN MERGER SUB 2, LLCLimited Liability Company Agreement • March 24th, 2017 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Spartan Merger Sub 2, LLC, a Delaware limited liability company (the “Company”) is effective as of January 5, 2017 (the “Effective Date”).
SURGICAL CARE AFFILIATES, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT TIME- VESTING RESTRICTED STOCK UNITSRestricted Stock Unit Award Agreement • March 16th, 2017 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Restricted Stock Unit Award Agreement (this “Agreement”), is entered into as of (the “Grant Date”), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), and , an employee of the Company or one or more of its Subsidiaries (the “Participant”).
RESTRICTED EQUITY UNIT GRANT AGREEMENTRestricted Equity Unit Grant Agreement • September 5th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec • New York
THIS RESTRICTED EQUITY UNIT GRANT AGREEMENT (this “Agreement”), made as of the 24th day of July, 2008 between Surgical Care Affiliates LLC (the “Company”), ASC Acquisition LLC (“ASC”) and Andrew Hayek (the “Grantee”).
SURGICAL CARE AFFILIATES, INC. CASH INCENTIVE AWARD AGREEMENTCash Incentive Award Agreement • March 16th, 2017 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Cash Incentive Award Agreement (this “Agreement”) is entered into as of (the “Grant Date”), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), and , an employee of the Company or one or more of its Subsidiaries (the “Participant”).
SECOND AMENDMENT TO LEASE (Corporate 500 Centre)Lease • May 3rd, 2016 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec
THIS SECOND AMENDMENT TO LEASE ("Second Amendment") is made and entered into as of the 2211d day of August, 2013, by and between LONG RIDGE OFFICE PORTFOLIO, L.P., a Delaware limited partnership ("Landlord"), and SURGICAL CARE AFFILIATES, LLC, a Delaware limited liability company ("Tenant").
FORM OF AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT SURGICAL CARE AFFILIATES, INC.Non-Qualified Stock Option Agreement • March 10th, 2015 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec
This AMENDMENT TO NON-QUALIFIED STOCK OPTION AGREEMENT (this “Amendment”), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), and , an employee of the Company or one or more of its Subsidiaries (the “Participant”), shall be effective as of . Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Amended Incentive Plan (as defined below).
Letterhead] August 3, 2015Surgical Care Affiliates, Inc. • February 22nd, 2016 • Services-specialty outpatient facilities, nec
SUPPLEMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • September 5th, 2013 • ASC Acquisition LLC • Services-specialty outpatient facilities, nec
SUPPLEMENT NO. 1 dated as of December 16, 2010, to the Pledge and Security Agreement dated as of June 29, 2007 (as amended, supplemented or otherwise modified from time to time, the “Security Agreement”), among ASC ACQUISITION LLC (“Holdings”), SURGICAL CARE AFFILIATES, LLC (the “Borrower”), certain Subsidiaries of the Borrower from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Secured Parties (as defined below).
SURGICAL CARE AFFILIATES, INC. PERFORMANCE SHARE AWARD AGREEMENTPerformance Share Award Agreement • March 16th, 2017 • Surgical Care Affiliates, Inc. • Services-specialty outpatient facilities, nec • Delaware
This Performance Share Award Agreement (this “Agreement”) is entered into as of (the “Grant Date”), by and between Surgical Care Affiliates, Inc., a Delaware corporation (the “Company”), and , an employee of the Company or one or more of its Subsidiaries (the “Participant”).
