CHURCHILL CAPITAL CORP III as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of October 8, 2020 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027Indenture • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
INDENTURE, dated as of October 8, 2020, between Churchill Capital Corp III, a Delaware corporation, as issuer (the “Company”), and Wilmington Trust, National Association, as trustee (the “Trustee” as further defined below).
INDENTURE Dated as of June 7, 2016 Between POLARIS MERGER SUB CORP. to be merged with and into MPH AcQUISITION CORP 1 and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteeIndenture • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • Delaware
This Indemnification Agreement is dated as of _________, 202_ (this “Agreement”) and is between MultiPlan Corporation, a Delaware corporation (the “Company”), and [name of director/officer] (“Indemnitee”).
INCREMENTAL AGREEMENT NO. 1Incremental Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
INCREMENTAL AGREEMENT NO. 1, dated as of June 12, 2017 (this “Incremental Agreement”), in respect of that certain Credit Agreement, dated as of June 7, 2016 (as in effect prior to giving effect to this Incremental Agreement, the “Credit Agreement”), among Polaris Intermediate Corp. (whose rights and obligations therein as initial Holdings, after giving effect to the Internal Restructuring, were assumed by the Surviving Company (as defined below)), Polaris Merger Sub Corp. (which on the Closing Date was merged with and into MPH Acquisition Corp 1, with MPH Acquisition Corp 1 surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving Company”, whose rights and obligations therein as the initial Borrower, after giving effect to the Internal Restructuring, were assumed by MPH Acquisition Holdings LLC), the Lenders from time to time party thereto, the Co-Obligors from time to time party thereto, Barclays Bank PLC, as the Administrat
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
This Amended and Restated Employment Agreement (the “Agreement”) is made as of May 5, 2016 by and among MultiPlan, Inc., a New York corporation (together with any successor thereto, the “Company”), Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), and Mark H. Tabak (the “Executive”).
CHURCHILL CAPITAL CORP III and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of October 8, 2020Warrant Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 8, 2020, is by and between Churchill Capital Corp III, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
CREDIT AGREEMENT Dated as of June 7, 2016 among POLARIS INTERMEDIATE CORP., as initial Holdings and, after giving effect to the Internal Restructuring, MPH ACQUISITION CORP 1, as Holdings, POLARIS MERGER SUB CORP., as the initial Borrower, which on...Junior Priority Intercreditor Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
CREDIT AGREEMENT, dated as of June 7, 2016, among POLARIS INTERMEDIATE CORP., a Delaware corporation (“Polaris Intermediate”), whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by the Surviving Company (as defined below), POLARIS MERGER SUB CORP., a Delaware corporation (“Merger Sub”), which on the Closing Date shall be merged with and into MPH Acquisition Corp 1, a Delaware corporation (the “Target”) (with the Target surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving Company”), whose rights and obligations herein, after giving effect to the Internal Restructuring, will be assumed by MPH Acquisition Holdings LLC, a Delaware limited liability company (“MPH LLC”), the Co-Obligors from time to time party hereto, the Lenders from time to time party hereto, BARCLAYS BANK PLC, as the Administrative Agent, Collateral Agent, Swingline Lender and Letter of Credit Issuer, GOLD
AMENDMENT AGREEMENT NO. 2Amendment Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
AMENDMENT AGREEMENT NO. 2, dated as of July 2, 2020 (this “Amendment Agreement”), in respect of that certain Credit Agreement, dated as of June 7, 2016 (as in effect prior to giving effect to this Amendment Agreement, the “Credit Agreement”), among Polaris Intermediate Corp. (whose rights and obligations therein as initial Holdings, after giving effect to the Internal Restructuring, were assumed by the Surviving Company (as defined below)), Polaris Merger Sub Corp. (which on the Closing Date was merged with and into MPH Acquisition Corp 1, with MPH Acquisition Corp 1 surviving such merger and with such merged company existing under the laws of the state of Delaware as the “Surviving Company”, whose rights and obligations therein as the initial Borrower, after giving effect to the Internal Restructuring, were assumed by MPH Acquisition Holdings LLC), the Lenders from time to time party thereto, the Co-Obligors from time to time party thereto, Barclays Bank PLC, as the Administrative Age
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
First Supplemental Indenture (this “Supplemental Indenture”), dated as of June 7, 2016, among MPH Acquisition Corp 1, a Delaware corporation (“Acquisition Corp”), MPH Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), the Initial Guarantors (as defined in the Indenture referred to below) party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”).
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of November 18, 2016, among MPH Acquisition Holdings LLC, a Delaware limited liability company (the “Company”), the Guarantors (as defined in the Indenture referred to below) party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”).
The Klein Group, LLC New York, NY 10019Letter Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
This letter agreement (this “Agreement”) confirms certain arrangements between Churchill Capital Corp III (the “Client”) and The Klein Group, LLC (“Advisor”) with respect to the engagement of Advisor by the Client as its financial advisor to provide strategic advice and assistance to the Client in connection with a Transaction (as defined below), including providing assistance in connection with the financing of the Transaction. For purposes of this Agreement, “Transaction” means, whether effected directly or indirectly or in one transaction or a series of transactions, the acquisition by the Client or any of its affiliates of all or a significant portion of the business, assets or securities of, or any other effort by the Client to obtain control of, or a significant investment in, Polaris Parent Corp. (together with its subsidiaries, “Target”), whether by way of a merger or consolidation, reorganization, recapitalization or restructuring, tender or exchange offer, option, negotiated
The Klein Group, LLCMultiPlan Corp • October 9th, 2020 • Services-business services, nec
Reference is made to that certain letter agreement (the “Engagement Letter”), dated July 12, 2020, by and between Churchill Capital Corp III (the “Client”) and The Klein Group, LLC (“Advisor”) with respect to the engagement of Advisor by the Client as its financial advisor to provide strategic advice and assistance to the Client as more fully set forth in the Engagement Letter. Capitalized terms not defined herein shall have the meaning set forth in the Engagement Letter.
REGISTRATION RIGHTS AGREEMENT CHURCHILL CAPITAL CORP III 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 Registration Rights AgreementRegistration Rights Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
Churchill Capital Corp III, a Delaware corporation (the “Company”), proposes to issue and sell to certain Investors (as defined below) its 6.00% / 7.00% Convertible Senior PIK Toggle Notes due 2027 (the “Notes”), upon the terms set forth in the applicable Convertible Note Subscription Agreement by and among the Company, Polaris Investment Holdings, L.P., a Delaware limited partnership, Polaris Parent Corp., a Delaware corporation (“Music”), Polaris Intermediate Corp., a Delaware corporation and wholly-owned subsidiary of Music (the “Guarantor”), and the Investors, dated July 12, 2020 (each such agreement, the “Convertible Note Subscription Agreement”), relating to the initial sale (the “Initial Sale”) of the Notes. Upon a conversion of Notes at the option of the holder thereof, the Company will be required to deliver Class A common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”). The Notes will be fully and unconditionally guaranteed on a senior unsecure
Amended and Restated Employment AgreementAmended and Restated Employment Agreement • October 9th, 2020 • MultiPlan Corp • Services-business services, nec • New York
This Amended and Restated Employment Agreement (the “Agreement”) is made as of May 5, 2016 by and among MultiPlan, Inc., a New York corporation (together with any successor thereto, the “Company”), Polaris Investment Holdings, L.P., a Delaware limited partnership (“Holdings”), and Dale White (the “Executive”).
