CREDIT AGREEMENT for $150,000,000 Term Facility Loan Facility and $75,000,000 Revolving Credit Facility Dated as of March 2, 2012 among UNIVERSAL AMERICAN CORP., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an...Credit Agreement • March 8th, 2012 • Universal American Corp. • Hospital & medical service plans • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 2, 2012, among UNIVERSAL AMERICAN CORP., a Delaware corporation (“UAM” or the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
UNIVERSAL AMERICAN CORP. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 27, 2016 4.00% Convertible Senior Notes due 2021Indenture • August 4th, 2016 • Universal American Corp. • Hospital & medical service plans • New York
INDENTURE dated as of June 27, 2016 between UNIVERSAL AMERICAN CORP., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 15th, 2011 • Universal American Corp. • Hospital & medical service plans • New York
This REGISTRATION RIGHTS AGREEMENT, dated April 29, 2011 (this “Agreement”) is entered into by and between Universal American Corp. (the “Company”), formerly known as Universal American Spin Corp., a Delaware corporation and wholly-owned subsidiary of UAM (as defined below) and Universal American Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Newco Sub”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2012 • Universal American Corp. • Hospital & medical service plans • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 2, 2012 among Universal American Corp., a Delaware corporation (the “Company”), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a “Holder” and, collectively, the “Holders”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 10th, 2011 • Universal American Corp. • Hospital & medical service plans
The undersigned acknowledge and agree that the foregoing Amendment to Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this Statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
UNIVERSAL AMERICAN CORP. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENTEmployee Restricted Stock Award Agreement • March 10th, 2016 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [[GRANTDATE]] (the “Date of Grant”), is made by and between Universal American Corp., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
March 1, 2016 Adam Thackery Morristown, NJ 07960 Dear Adam:Letter Agreement • March 10th, 2016 • Universal American Corp. • Hospital & medical service plans • New York
This letter agreement (the “Agreement”) will confirm the terms of your employment with Universal American Corp. (the “Company”) and/or its subsidiaries. Reference is made to Employment Agreement dated as of September 8, 2008 between you and the Company (the “Original Agreement”). The parties agree that effective as of the date hereof, the Original Agreement shall be terminated and of no force and effect and shall be replaced with this Agreement. Such terms `and conditions are as follows:
September 27, 2012 Steven H. Black c/o Universal American Corp. White Plains, NY 10601 Dear Steve:Letter Agreement • March 31st, 2015 • Universal American Corp. • Hospital & medical service plans • New York
This letter agreement (the “Agreement”) will confirm the terms of your employment with Universal American Corp. (the “Company”) and/or its subsidiaries. Such terms and conditions are as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 27th, 2016 • Universal American Corp. • Hospital & medical service plans • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2016 by and among Welsh, Carson, Anderson & Stowe X, L.P. and WCAS Management Corp. (each such party a “Seller” and collectively referred to as the “Sellers”), and Universal American Corp. (the “Buyer”).
FORM OF PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENTPreferred Unit Redemption and Cancellation Agreement • March 9th, 2012 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS PREFERRED UNIT REDEMPTION AND CANCELLATION AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (the “Company”), GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), GTCR Fund IX/B, L.P. a Delaware limited partnership (“Fund IX/B”), GTCR Co-Invest III, L.P., a Delaware limited partnership (“Co-Invest,” and together with Fund IX/A and Fund IX/B, collectively, “GTCR”) (solely for the limited purpose set forth in Section 5 (relating to dissolution and several liability)) and [ ] (“Holder”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Merger Agreement (as defined below).
REDEMPTION NOTICEUniversal American Corp. • March 1st, 2017 • Hospital & medical service plans
UNIVERSAL AMERICAN CORP.Employee Restricted Stock Award Agreement • March 10th, 2016 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), dated as of [[GRANTDATE]] (the “Date of Grant”), is made by and between Universal American Corp., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
Universal American Corp. Six International Drive, Suite 190 Rye Brook, New York 10573Universal American Corp. • March 8th, 2012 • Hospital & medical service plans • New York
Reference is made to the Agreement and Plan of Merger, dated as of January 11, 2012 (the “Merger Agreement”), by and among the Universal American Corp., a Delaware corporation (the “Company”), APS Merger Sub, Inc., a Delaware corporation, Partners Healthcare Solutions, Inc., a Delaware corporation (“APS”), and Partners Healthcare Solutions Holding, L.P., a Delaware limited partnership (“APSLP”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock of APS and, as consideration therefor, agreed to issue to APSLP, shares of Parent Common Stock (the “APS Acquisition”). Capitalized terms used but not otherwise defined in this letter (this “Letter Agreement”) shall have the meanings ascribed to such terms in the Merger Agreement.
STOCK PURCHASE AND SALE AGREEMENT BY AND AMONG NSRE HOLDINGS INC., AS BUYER AND UNIVERSAL AMERICAN CORP. AND UNIVERSAL AMERICAN HOLDINGS, LLC, AS SELLER PARTIES AND NASSAU REINSURANCE GROUP HOLDINGS, L.P. (SOLELY FOR PURPOSES OF SECTION 9.16) DATED AS...Stock Purchase and Sale Agreement • October 14th, 2015 • Universal American Corp. • Hospital & medical service plans • Delaware
This STOCK PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 8, 2015, is entered into by and among NSRE Holdings Inc., a Delaware corporation (the “Buyer”), Universal American Corp., a Delaware corporation (“Seller Parent”), Universal American Holdings, LLC, a Delaware limited liability company (the “Seller” and together with Seller Parent, the “Seller Parties”), and Nassau Reinsurance Group Holdings, L.P., a Delaware limited partnership (solely for the purposes of Section 9.16) (the “Buyer Parent”).
UNIVERSAL AMERICAN CORP. EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENTEmployee Nonqualified Option Award Agreement • March 10th, 2016 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), dated as of [[GRANTDATE]] (the “Date of Grant”), is made by and between Universal American Corp., a Delaware corporation (the “Company”), and [[FIRSTNAME]] [[LASTNAME]] (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
AGREEMENT AND PLAN OF MERGER among UNIVERSAL AMERICAN CORP., APS MERGER SUB, INC., PARTNERS HEALTHCARE SOLUTIONS HOLDINGS, L.P. and PARTNERS HEALTHCARE SOLUTIONS, INC. Dated as of January 11, 2012Agreement and Plan of Merger • January 18th, 2012 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 11, 2012, is entered into by and among UNIVERSAL AMERICAN CORP., a Delaware corporation (“Parent”), APS MERGER SUB, INC., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (the “Merger Sub”), Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (“APSLP”), and Partners Healthcare Solutions, Inc., a Delaware corporation and a majority-owned subsidiary of APSLP (the “Company”).
ESCROW AGREEMENTEscrow Agreement • March 9th, 2012 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS ESCROW AGREEMENT (this “Agreement”), is dated as of March 2, 2012, by and among Union Bank, N.A., a national banking association as escrow agent (the “Escrow Agent”), Universal American Corp., a Delaware corporation (“Parent”), and Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (“APSLP”).
UNIVERSAL AMERICAN CORP.Supplemental Indenture • April 28th, 2017 • Universal American Corp. • Hospital & medical service plans • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of April 28, 2017 (this “First Supplemental Indenture”), by and among Universal American Corp., a Delaware Corporation, as Issuer, (the “Company”), and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 5th, 2011 • Universal American Corp. • Hospital & medical service plans • New York
On December 30, 2010, Parent entered into a definitive agreement to sell its Medicare Part D business to CVS Caremark Corporation for $1.25 billion in cash subject to adjustment including excess capital relating to the Medicare Part D Business (the “CVS Transaction”). As contemplated by the Separation Agreement, dated as of December 30, 2010, by and among Parent, Universal American Spin Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (the “Company”), and CVS Caremark Corporation (the “Separation Agreement”) entered into in connection with the CVS Transaction, Parent, as the sole stockholder of the Company on the date hereof, has approved the issuance and sale by the Company of 1,600,000 shares of 8.5% Series A Mandatorily Redeemable Preferred Stock, liquidation preference $25.00 per share, (“Series A Preferred Stock”) to Universal American Holdings LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Newco Sub”) pursuant to a purchase
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 15th, 2011 • Universal American Corp. • Hospital & medical service plans
Amendment (this “Amendment”) dated as of April 29, 2011 to Agreement dated as of July 30, 1999 by and between Universal American Financial Corp. and Robert Waegelein.
SCHEDULE 13D JOINT FILING AGREEMENTJoint Filing Agreement • March 9th, 2012 • Universal American Corp. • Hospital & medical service plans
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
TAX MATTERS AGREEMENTTax Matters Agreement • May 5th, 2011 • Universal American Corp. • Hospital & medical service plans • New York
This Tax Matters Agreement (this “Agreement”) is entered into as of April 29, 2011 between CVS Caremark Corporation, a Delaware corporation (“Parent”), Universal American Corp., a New York corporation (“Company”) and Universal American Corp., a newly-formed Subsidiary of the Company formerly known as Ulysses Spin Corp., a Delaware corporation (“Newco”, and together with Parent and Company, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the Separation Agreement, dated as of December 30, 2010, by and between Company and Newco (the “Separation Agreement”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 3rd, 2014 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2014 by and between Capital Z Financial Services Fund II, L.P. (the “Seller”) and Universal American Corp. (the “Buyer”).
FORM OF EXECUTIVE AWARD AGREEMENTExecutive Award Agreement • March 9th, 2012 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS EXECUTIVE AWARD AGREEMENT (this “Agreement”) is made and entered into as of March 2, 2012, by and among Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (the “Company”), GTCR Fund IX/A, L.P., a Delaware limited partnership (“Fund IX/A”), GTCR Fund IX/B, L.P. a Delaware limited partnership (“Fund IX/B”), GTCR Co-Invest III, L.P., a Delaware limited partnership (“Co-Invest,” and together with Fund IX/A and Fund IX/B, collectively, “GTCR”) (solely for the limited purpose set forth in Section 7 (“Dissolution; Several Liability”)) and [ ] (“Executive”). Capitalized terms used and not elsewhere defined herein have the meanings set forth in the Merger Agreement (as defined below).
UNIVERSAL AMERICAN CORP. EMPLOYEE NONQUALIFIED OPTION AWARD AGREEMENTEmployee Nonqualified • July 15th, 2011 • Universal American Corp. • Hospital & medical service plans • Delaware
THIS NONQUALIFIED OPTION AWARD AGREEMENT (the “Agreement”), dated as of [Insert Date] (the “Date of Grant”), is made by and between Universal American Corp., a Delaware corporation (the “Company”), and [Insert Name] (“Participant”). Any capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Plan.
January 10, 2012 Gregory Scott Newport Beach, CA 92660 Dear Greg:Letter Agreement • March 8th, 2012 • Universal American Corp. • Hospital & medical service plans
This letter agreement (the “Agreement”) will confirm the terms and conditions of your employment with APS Healthcare Bethesda, Inc., an Iowa corporation (“APS”) and Universal American Corp., a Delaware corporation (“UAM” and, together with APS, the “Employer”). This Agreement will become effective upon the date (the “Effective Date”) of the consummation of the transactions contemplated by the Agreement and Plan of Merger, by and among UAM, Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (“APSLP”), Partners Healthcare Solutions, Inc., a Delaware corporation and a majority-owned subsidiary of APSLP (“Partners”), and the other parties named thereto, entered into on the date hereof (the “Merger Agreement”). This Agreement shall be of no force or effect, and none of you, the Employer or any of its affiliates shall have any obligation or liability hereunder, unless and until the transactions contemplated by the Merger Agreement are consummated.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 7th, 2013 • Universal American Corp. • Hospital & medical service plans • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of November 4, 2013, to be effective as of September 30, 2013, among UNIVERSAL AMERICAN CORP., a Delaware corporation (the “Borrower”), other Loan Parties, certain Lenders party to the Credit Agreement (hereinafter defined) and BANK OF AMERICA, N.A., as the Administrative Agent for the Lenders.
