Form of Underwriting AgreementEnvision Healthcare Holdings, Inc. • July 25th, 2013 • Services-general medical & surgical hospitals, nec • New York
Envision Healthcare Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [ ] shares and, at the election of the Underwriters, up to [ ] additional shares of Common Stock, $0.01 par value (“Stock”) of the Company. The aggregate of [ ] shares of Stock to be sold by the Company is herein called the “Firm Shares” and the aggregate of [ ] additional shares of Stock to be sold by the Company is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”.
Underwriting AgreementUnderwriting Agreement • July 8th, 2014 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
The investment funds sponsored by, or affiliated with, Clayton, Dubilier & Rice, LLC named in Schedule II(a) hereto (the “CD&R Affiliates”) and the executive officers, directors and employees of Envision Healthcare Holdings, Inc., a Delaware corporation (the “Company”), named in Schedule II(b) hereto (the “Management Selling Stockholders” and, together with the
REGISTRATION RIGHTS AGREEMENT of CDRT HOLDING CORPORATION dated as of May 25, 2011Registration Rights Agreement • June 13th, 2013 • Envision Healthcare Holdings, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of May 25, 2011, by and among CDRT Holding Corporation, a Delaware corporation (the “Company”), each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who becomes a party hereto pursuant to Section 9(d) (such Persons each referred to individually as a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein shall have the meaning assigned to such terms in the text of this Agreement or in Section 1.
Underwriting AgreementUnderwriting Agreement • March 9th, 2015 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
The investment funds sponsored by, or affiliated with, Clayton, Dubilier & Rice, LLC named in Schedule I hereto (the “Selling Stockholders”) as stockholders of Envision Healthcare Holdings, Inc., a Delaware corporation (the “Company”), propose, subject to the terms and conditions stated herein, to sell to Barclays Capital Inc. (the “Underwriter”) an aggregate of 50,857,145 shares (the “Shares”) of Common Stock, $0.01 par value (“Stock”) of the Company.
Employee Stock Option AgreementEmployee Stock Option Agreement • November 12th, 2014 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This Employee Stock Option Agreement (the “Agreement”), by and between Envision Healthcare Holdings, Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 7(m). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial Information • November 17th, 2016 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec
As previously announced, on June 15, 2016, AmSurg Corp., a Tennessee corporation (“AmSurg”), New Amethyst Corp., a Delaware corporation and wholly owned subsidiary of AmSurg (“Newco”), and Envision Healthcare Holdings, Inc., a Delaware corporation (“Envision”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which AmSurg and Envision will combine in an all-stock merger of equals. Upon the terms and subject to the conditions set forth in the Merger Agreement, AmSurg will merge with and into Newco (“Merger 1”), with Newco continuing as the surviving corporation, immediately after which Envision will merge with and into Newco (“Merger 2” and together with Merger 1, the “Mergers”), with Newco continuing as the surviving corporation. Upon the closing of Merger 2, the name of the combined company will be changed to “Envision Healthcare Corporation”.
FORM OF STOCKHOLDERS AGREEMENT of ENVISION HEALTHCARE HOLDINGS, INC. dated as of August [·], 2013Stockholders Agreement • July 31st, 2013 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
THIS STOCKHOLDERS AGREEMENT (as amended from time to time, this “Agreement”) is entered into as of August [·], 2013, among ENVISION HEALTHCARE HOLDINGS, INC., a Delaware corporation (and any successor in interest thereto, the “Company”), and each of the stockholders of the Company whose name appears on the signature pages hereof and any Person who executes a Joinder Agreement in the form of Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Capitalized terms used herein without definition have the meaning given to them in Section 1.1.
AGREEMENT AND PLAN OF MERGER among Envision Healthcare Holdings, Inc., AmSurg Corp., and New Amethyst Corp. Dated as of June 15, 2016Agreement and Plan of Merger • June 16th, 2016 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of June 15, 2016, by and among Envision Healthcare Holdings, Inc., a Delaware corporation (“Holdings “), AmSurg Corp., a Tennessee corporation (“AmSurg”), and New Amethyst Corp., a Delaware corporation and a direct wholly owned subsidiary of AmSurg (“New Amethyst”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 30th, 2015 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Colorado
This Employment Agreement (the “Agreement”) by and between Envision Healthcare Corporation (the “Company” or “Envision”) and Thomas F. Bongiorno (the “Executive”) is made and entered into this 26th day of October 2015, effective as of the date set forth below.
SECOND AMENDMENTCredit Agreement • October 30th, 2015 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”), dated as of October 28, 2015 among Envision Healthcare Corporation (the “Borrower”), the several banks and financial institutions parties hereto that constitute Tranche B-2 Term Lenders (as further defined in Subsection 1(b)(i) hereof) and Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below (as amended by this Second Amendment).
Employee Restricted Stock Unit AgreementEmployee Restricted Stock Unit Agreement • November 12th, 2014 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This Employee Restricted Stock Unit Agreement (the “Agreement”), by and between Envision Healthcare Holdings, Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 7(q). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • May 6th, 2016 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Texas
This Employment Agreement (the "Agreement") by and between American Medical Response, Inc. (the "Company'') and Edward Van Home (the "Executive") is made and entered into this 21st day of August, 2013 effective as of the date set forth below.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 31st, 2013 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
Indemnification Agreement (this “Agreement”), dated as of [·], 2013, by and among Envision Healthcare Holdings, Inc., a Delaware corporation (“Holdco”), Envision Healthcare Corporation, a Delaware corporation (“Opco”, and Opco and Holdco individually a “Company” and together the “Companies”) and [·] (“Indemnitee”).
Form of Employee Performance Share AgreementPerformance Share Agreement • February 26th, 2016 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This Employee Performance Share Agreement (the “Agreement”), by and between Envision Healthcare Holdings, Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A, is being entered into pursuant to the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (as amended from time to time, the “Plan”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 6(r). Capitalized terms that are used but not defined herein (including Exhibit A) shall have the respective meanings given to them in the Plan.
THIRD AMENDMENTCredit Agreement • November 16th, 2015 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of November 12, 2015 among Envision Healthcare Corporation (the “Borrower”), the several banks and financial institutions parties hereto that constitute Tranche B-2 Term Lenders (as further defined in Subsection 1(b)(i) hereof) and Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below (as amended by this Third Amendment).
Form of Termination Agreement]Envision Healthcare Holdings, Inc. • July 31st, 2013 • Services-general medical & surgical hospitals, nec • New York
Reference is made to the Consulting Agreement, dated as of May 25, 2011 (the “CD&R Consulting Agreement”), among Envision Healthcare Holdings, Inc. (formerly known as CDRT Holding Corporation) (the “Company”), Envision Healthcare Corporation (formerly known as Emergency Medical Services Corporation) (“EVHC”) and Clayton, Dubilier & Rice, LLC (“CD&R”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the CD&R Consulting Agreement.
FOURTH AMENDMENTFourth Amendment • November 16th, 2015 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of November 12, 2015 among Envision Healthcare Corporation (the “Borrower”), the several banks and financial institutions parties hereto that constitute Additional Tranche B-2 Term Lenders (as further defined in Subsection 1(b)(i) hereof) and Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below (as amended by this Fourth Amendment).
Employee Stock Option AgreementEmployee Stock Option Agreement • February 26th, 2016 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This Employee Stock Option Agreement (the “Agreement”), by and between Envision Healthcare Holdings, Inc., a Delaware corporation (the “Company”), and the Employee whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”) and is dated as of the date it is accepted and agreed to by the Employee in accordance with Section 7(n). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
Emerald Healthcare Holdings, Inc. 6200 S. Syracuse Way, Suite 200 Greenwood Village, Colorado 80111Envision Healthcare Holdings, Inc. • June 16th, 2016 • Services-general medical & surgical hospitals, nec • Delaware
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”, and the mergers contemplated therein, the “Mergers”), between Emerald Healthcare Holdings, Inc. (the “Company”, “us” or “we”), Amethyst Corp. and New Amethyst Corp. (“New Amethyst”). This letter agreement serves to evidence the mutual understanding and agreement of you and the Company on the terms and conditions of your continued service to the Company, both during (x) the period following the date hereof until the closing of the Mergers (the “Pre-Closing Period”) and (y) the period after the closing of the Mergers (the “Post-Closing Period”).
FIFTH AMENDMENTCredit Agreement • May 6th, 2016 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”), dated as of January 26, 2016 among Envision Healthcare Corporation (the “Borrower”) and Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below (as amended by this Fifth Amendment).
AGREEMENT AND PLAN OF MERGER dated as of July 30, 2015 by and among AMR HOLDCO, INC., RANCH MERGER SUB, INC., WP ROCKET HOLDINGS INC. and FORTIS ADVISORS LLCAgreement and Plan of Merger • July 30th, 2015 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of July 30, 2015, is entered into by and among AMR HoldCo, Inc., a Delaware corporation (“Buyer”), Ranch Merger Sub, Inc., a Delaware corporation and a wholly-owned direct Subsidiary of Buyer (“Merger Sub”), WP Rocket Holdings Inc., a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative hereunder. Buyer, Merger Sub, the Company and the Holder Representative are referred to collectively herein as the “Parties” and individually as a “Party.”
SECOND AMENDMENTAbl Credit Agreement • May 8th, 2015 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
SECOND AMENDMENT TO ABL CREDIT AGREEMENT (this “Second Amendment”), dated as of February 6, 2015 to that certain Credit Agreement, dated as of May 25, 2011 (as amended, supplemented, waived or otherwise modified, the “Credit Agreement”; capitalized terms used herein and not defined shall have the meaning set forth in the Credit Agreement), among Envision Healthcare Corporation (the “Parent Borrower”), the Subsidiary Borrowers from time to time party thereto, the lenders and other financial institutions from time to time party thereto, Deutsche Bank AG New York Branch, as swingline lender, as an issuing lender, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties.
Form of Employee Stock Option AgreementForm of Employee Stock Option Agreement • August 16th, 2013 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This Employee Stock Option Agreement, dated as of , 2013 between Envision Healthcare Holdings, Inc. (the “Company”) and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan. The meaning of capitalized terms may be found in Section 6.
Form of Director Restricted Stock Unit Agreement (Annual Grant)Restricted Stock Unit Agreement • November 12th, 2014 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • Delaware
This Director Restricted Stock Unit Agreement (the “Agreement”), by and between Envision Healthcare Holdings, Inc., a Delaware corporation (the “Company”), and the Director whose name is set forth on Exhibit A hereto, is being entered into pursuant to the Envision Healthcare Holdings, Inc. 2013 Omnibus Incentive Plan (the “Plan”). Capitalized terms that are used but not defined herein shall have the respective meanings given to them in the Plan.
SIXTH AMENDMENTCredit Agreement • November 3rd, 2016 • Envision Healthcare Holdings, Inc. • Services-general medical & surgical hospitals, nec • New York
SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”), dated as of July 25, 2016 among Envision Healthcare Corporation (the “Borrower”), the several banks and financial institutions party hereto that constitute the Required Lenders and Deutsche Bank AG New York Branch, as Administrative Agent (the “Administrative Agent”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided to such terms in the Credit Agreement referred to below (as amended by this Sixth Amendment).
