CREDIT AGREEMENT Dated as of October 6, 2015 among FIRST CHOICE ER, LLC, as the Borrower, ADEPTUS HEALTH LLC, and CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C...Credit Agreement • October 9th, 2015 • Adeptus Health Inc. • Services-hospitals • New York
This CREDIT AGREEMENT is entered into as of October 6, 2015 among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), ADEPTUS HEALTH LLC, a Delaware limited liability company (“Holdings”), the Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
4,900,000 Shares Adeptus Health LLC Adeptus Health Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
Adeptus Health Inc., a Delaware corporation (the “Issuer”) proposes to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 4,900,000 shares (the “Firm Shares”) of the Class A common stock, $0.01 par value (the “Common Stock”) of the Issuer after the Reorganization Transactions (as described below). The Issuer, after the Reorganization Transactions, and Adeptus Health LLC, a Delaware limited liability company (“Adeptus LLC”), before the Reorganization Transactions, are referred to herein as the “Company”. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company and SCP III AIV THREE-FCER Conduit, L.P. (the “Selling Stockholder”) propose to sell at the Underwriters’ option an aggregate of up to 735,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set
2,100,000 Shares Adeptus Health Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2015 • Adeptus Health Inc. • Services-hospitals • New York
Adeptus Health Inc., a Delaware corporation (the “Company”) and SCP III AIV THREE-FCER Conduit, L.P. (the “Selling Stockholder”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”), an aggregate of 2,100,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), of which 1,349,671 shares will be sold by the Company and 750,329 shares will be sold by the Selling Stockholder. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company and the Selling Stockholder also propose to sell at the Underwriters’ option an aggregate of up to 315,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Company and the Selling Stockholder are sometimes referred to herein collectively as the “Sellers”.
EMPLOYMENT AGREEMENTEmployment Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the 16th day of January, 2013, by and between First Choice ER, LLC, a Texas limited liability company (the “Company”), and Tim Fielding (“Executive”).
STOCKHOLDERS AGREEMENT DATED AS OF JUNE 25, 2014 AMONG ADEPTUS HEALTH INC. AND THE OTHER PARTIES HERETOStockholders Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
This Stockholders Agreement is entered into as of June 25, 2014 by and among Adeptus Health Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (the “Investor Parties”).
REGISTRATION RIGHTS AGREEMENT by and among Adeptus Health Inc. and the other parties hereto Dated as of [ ], 2014Registration Rights Agreement • May 21st, 2014 • Adeptus Health Inc. • Services-hospitals • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2014, is by and among Adeptus Health Inc., a Delaware corporation (the “Company”), and each Stockholder party hereto as listed on the signature pages to this Agreement or becomes a party hereto pursuant to Section 12(c) (each, individually, a “Stockholder” and together, the “Stockholders.”
FOURTH AMENDMENTFourth Amendment • April 6th, 2017 • Adeptus Health Inc. • Services-hospitals • New York
THIS FOURTH AMENDMENT (this “Amendment”) dated as of April 5, 2017 to the Credit Agreement referenced below is by and among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), ADEPTUS HEALTH LLC, a Delaware limited liability company (“Holdings”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and DEERFIELD MANAGEMENT COMPANY, L.P., a Delaware limited partnership (“Deerfield Management”), successor to Bank of America, N.A., in its capacity as Administrative Agent for the Lenders (in such capacity, together with its successor and assigns in such capacity, the “Administrative Agent”).
MASTER FUNDING AND DEVELOPMENT AGREEMENT BETWEEN MPT OPERATING PARTNERSHIP, L.P. ("MPT”) AND ADEPTUS HEALTH LLC ("ADEPTUS") Dated as of JULY 29, 2014Master Funding and Development Agreement • November 7th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
CREDIT AGREEMENT Dated as of October 31, 2013 among FIRST CHOICE ER, LLC, as the Borrower, THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors, FIFTH STREET FINANCE CORP., as Administrative Agent and L/C Arranger, and THE OTHER...Credit Agreement • May 21st, 2014 • Adeptus Health Inc. • Services-hospitals • New York
This CREDIT AGREEMENT is entered into as of October 31, 2013 among, FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein) and FIFTH STREET FINANCE CORP. (“FSFC”), as Administrative Agent and L/C Arranger.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ADEPTUS HEALTH LLC June 24, 2014Limited Liability Company Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY AGREEMENT is entered into as of June 24, 2014, by and among those parties set forth as Members on Exhibit A attached hereto and made a part hereof (referred to collectively as “Members” and individually as a “Member”). Capitalized terms used but not otherwise defined have the meanings given them in Article I hereof.
TAX RECEIVABLE AGREEMENT among ADEPTUS HEALTH INC. and THE PERSONS NAMED HEREIN Dated as of June 25, 2014Tax Receivable Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of June 25, 2014, is hereby entered into by and among Adeptus Health Inc., a Delaware corporation (the “Corporate Taxpayer”) and each of the persons from time to time party hereto (the “TRA Parties”).
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • May 21st, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
THIS ADVISORY SERVICES AGREEMENT (this “Agreement”) is effective as of September 30, 2011, (the “Effective Date”), by and between First Choice ER, LLC, a Texas limited liability company (the “Company”) and Sterling Fund Management, LLC, a Delaware limited liability company (“SFM”).
3,400,000 Shares Adeptus Health Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2015 • Adeptus Health Inc. • Services-hospitals • New York
Adeptus Health Inc., a Delaware corporation (the “Company”) and SCP III AIV THREE-FCER Conduit, L.P. (the “Selling Stockholder”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representatives (the “Representatives”), an aggregate of 3,400,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), of which 2,320,351 shares will be sold by the Company and 1,079,649 shares will be sold by the Selling Stockholder. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company and the Selling Stockholder also propose to sell at the Underwriters’ option an aggregate of up to 510,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Company and the Selling Stockholder are sometimes referred to herein collectively as the “Sellers”.
Amendment to Employment AgreementEmployment Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of June 24, 2014 (the “Effective Date”) by and between First Choice ER, LLC, a Texas limited liability company (the “Company”), and Graham Cherrington (“Executive”).
SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AND PLEDGE AGREEMENTCredit Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
This CREDIT AGREEMENT is entered into as of October 31, 2013 and amended by the Amendment to Credit Agreement, dated as of March 31, 2014, and as further amended by the Second Amendment to Credit Agreement, dated as of June 11, 2014 (as so amended by each of the foregoing, this “Agreement”), among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), Adeptus Health LLC, a Delaware limited liability company (“Holdings”), the Guarantors (defined herein), the Lenders (defined herein) and FIFTH STREET FINANCE CORP. (“FSFC”), as Administrative Agent and L/C Arranger.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 25, 2014, is by and among Adeptus Health Inc., a Delaware corporation (the “Company”), and each Stockholder party hereto as listed on the signature pages to this Agreement or becomes a party hereto pursuant to Section 12(c) (each, individually, a “Stockholder” and together, the “Stockholders.”
Form of Amendment to Employment AgreementEmployment Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of June , 2014 (the “Effective Date”) by and between First Choice ER, LLC, a Texas limited liability company (the “Company”), and Tim Fielding (“Executive”).
THIRD AMENDMENT AND LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO SECURITY AND PLEDGE AGREEMENTCredit Agreement • July 31st, 2015 • Adeptus Health Inc. • Services-hospitals
This THIRD AMENDMENT AND LIMITED WAIVER AND CONSENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO SECURITY AND PLEDGE AGREEMENT, dated as of April 20, 2015 (this “Amendment”), is entered into by and among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), each other Loan Party, the lenders party hereto, and FIFTH STREET FINANCE CORP., a Delaware corporation, as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and L/C arranger, and is made with reference to (i) the Credit Agreement, dated as of October 31, 2013 (as amended or otherwise modified by (x) the Amendment to Credit Agreement, dated as of March 31, 2014, by and among the Borrower, the Guarantors party thereto, the lenders party thereto from time to time and the Administrative Agent and acknowledged and agreed by Holdings, (y) the Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement (t
Amendment No. 1 to Amended and Restated Restricted Units AgreementRestricted Units Agreement • May 1st, 2015 • Adeptus Health Inc. • Services-hospitals
This Amendment No. 1 to Amended and Restated Restricted Units Agreement (this “Amendment”) is made and entered into effective as of __________ __, 2015 (the “2015 Amendment Date”) by and between Adeptus Health LLC, a Delaware limited liability company (the “Company”), and [ ] (“Executive”). Capitalized terms used and not otherwise defined in this Amendment have the meaning given to such terms in the Amended and Restated Restricted Units Agreement, by and between the Company and Executive, dated as of June 24, 2014 (the “Restated Agreement”).
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • December 21st, 2016 • Adeptus Health Inc. • Services-hospitals
This SEPARATION AND RELEASE (“Agreement”), dated as of December 15, 2016, is entered into between and among First Choice ER, LLC, a Texas limited liability company (the “Company”) and Graham Cherrington (“Executive”) (collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2016 • Adeptus Health Inc. • Services-hospitals • Texas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is dated as of July 26, 2016, by and between Adeptus Health Inc., a Delaware corporation (the “Company”), and Frank Williams (“Employee”).
TO CREDIT AGREEMENTCredit Agreement • July 31st, 2015 • Adeptus Health Inc. • Services-hospitals
This FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 1, 2015 and effective as of April 30, 2015 (this “Amendment”), is entered into by and among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), each other Loan Party, the lenders party hereto, and FIFTH STREET FINANCE CORP., a Delaware corporation, as administrative agent (in such capacity, together with its successors and permitted assigns in such capacity, the “Administrative Agent”) and L/C arranger, and is made with reference to the Credit Agreement, dated as of October 31, 2013 (as amended or otherwise modified by (w) the Amendment to Credit Agreement, dated as of March 31, 2014, by and among the Borrower, the Guarantors party thereto, the lenders party thereto from time to time and the Administrative Agent and acknowledged and agreed by Holdings, (x) the Second Amendment to Credit Agreement and First Amendment to Security and Pledge Agreement (the “Second Amendment”), dated as of June 11, 2014, by an
AMENDMENT TO MASTER FUNDING AND DEVELOPMENT AGREEMENTMaster Funding and Development Agreement • April 27th, 2015 • Adeptus Health Inc. • Services-hospitals
THIS AMENDMENT TO MASTER FUNDING AND DEVELOPMENT AGREEMENT (this “Amendment”) is made and entered into as of the 20th day of April, 2015 by and among ADEPTUS HEALTH LLC, a Delaware limited liability company (“Adeptus”), ADPT-CO MPT HOLDINGS LLC, a Texas limited liability company (“Colorado Lessee”), and NORTH AURORA MEDICAL CENTER LLC, ADPT HOUSTON HOLDINGS LLC, CONROE MEDICAL CENTER LLC, GILBERT MEDICAL CENTER LLC, GLENDALE MEDICAL CENTER LLC, VICTORY LAKES MEDICAL CENTER LLC, MCKINNEY 5000 EL DORADO MEDICAL CENTER LLC, GREEN VALLEY MEDICAL CENTER LLC, CONVERSE MEDICAL CENTER LLC, CHANDLER GERMANN MEDICAL CENTER LLC, TEXAS REGIONAL HOSPITAL LLC, SUMMERWOOD MEDICAL CENTER LLC, and HASLET MEDICAL CENTER LLC, each a Texas limited liability company (collectively, the “Adeptus Lessees” and together with Adeptus and Colorado Lessee, the “Adeptus Parties”), and MPT OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“MPT”), and MPT OF SUMMERWOOD FCER, LLC, MPT OF FORT WORTH FCER, LL
Amendment to Employment AgreementEmployment Agreement • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of June 24, 2014 (the “Effective Date”) by and between First Choice ER, LLC, a Texas limited liability company (the “Company”), and Thomas Hall (“Executive”).
THIRD AMENDMENTThird Amendment • March 13th, 2017 • Adeptus Health Inc. • Services-hospitals • New York
THIS THIRD AMENDMENT (this “Amendment”) dated as of March 7, 2017 to the Credit Agreement referenced below is by and among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), ADEPTUS HEALTH LLC, a Delaware limited liability company (“Holdings”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of June 24, 2014, pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), by and among ADEPTUS HEALTH INC., a Delaware corporation (the “Adeptus Corp”), SCP III AIV THREE-FCER BLOCKER, INC., a Delaware corporation (the “Blocker”) and solely for purposes of Section 10 hereof, SCP III AIV THREE-FCER CONDUIT, L.P. (the “Blocker Owner”).
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of , 2014, pursuant to Section 251 of the General Corporation Law of the State of Delaware (the “DGCL”), by and among ADEPTUS HEALTH INC., a Delaware corporation (the “Adeptus Corp”), SCP III AIV THREE-FCER BLOCKER, INC., a Delaware corporation (the “Blocker”) and solely for purposes of Section 10 hereof, SCP III AIV THREE-FCER CONDUIT, L.P. (the “Blocker Owner”).
TERMINATION AGREEMENTTermination Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • Delaware
This TERMINATION AGREEMENT, dated as of [ ], 2014 (this “Agreement”), is by and between Sterling Fund Management, LLC, a Delaware limited liability company (“SFM”), and First Choice ER, LLC, a Texas limited liability company (“FCER”) and subsidiary of Adeptus Health LLC, a Delaware limited liability company (“Adeptus Health LLC”).
Note: Information has been omitted from this agreement pursuant to a request for confidential treatment, and such information has been separately filed with the Securities and Exchange Commission. The omitted information has been marked with a...Management Services Agreement • August 13th, 2015 • Adeptus Health Inc. • Services-hospitals • Colorado
THIS OPERATING AGREEMENT OF UCHEALTH PARTNERS LLC (this “Agreement”) is entered into as of April 20, 2015 (the “Effective Date”), by and between University of Colorado Health, a Colorado nonprofit corporation (“UCH”), and Adeptus Health Colorado Holdings LLC, a Texas limited liability company (“Adeptus”), each as members of UCHealth Partners LLC, a Colorado limited liability company (“Company”).
SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of April 26, 2017 among ADEPTUS HEALTH, INC., as the Borrower, FIRST CHOICE ER, LLC, ADEPTUS HEALTH LLC, and CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, as the Guarantors,...Credit Agreement • May 1st, 2017 • Adeptus Health Inc. • Services-hospitals • New York
This SENIOR SECURED SUPER-PRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT is entered into as of April 26, 2017 among ADEPTUS HEALTH INC., a Delaware corporation (the “Borrower”), ADEPTUS HEALTH LLC, a Delaware limited liability company (“Holdings”), FIRST CHOICE ER, LLC, a Texas limited liability company (“First Choice”), the other Guarantors (defined herein), the Lenders (defined herein) and DEERFIELD MANAGEMENT COMPANY, L.P., a Delaware limited partnership (together with its Affiliates, “Deerfield”), as Administrative Agent.
TAX RECEIVABLE AGREEMENT among ADEPTUS HEALTH INC. and THE PERSONS NAMED HEREIN Dated as of [ ], 2014Tax Receivable Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals • New York
This TAX RECEIVABLE AGREEMENT (EXCHANGES) (this “Agreement”), dated as of [ ], 2014, is hereby entered into by and among Adeptus Health Inc., a Delaware corporation (the “Corporate Taxpayer”) and each of the persons from time to time party hereto (the “TRA Parties”).
FIRST AMENDMENT TO CREDIT AGREEMENT Dated as of October 6, 2015 among FIRST CHOICE ER, LLC, as the Borrower, ADEPTUS HEALTH LLC, and CERTAIN OF ITS SUBSIDIARIES PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent, Swing...Credit Agreement • November 9th, 2016 • Adeptus Health Inc. • Services-hospitals • New York
THIS FIRST AMENDMENT (this “Amendment”) dated as of August 12, 2016 to the Credit Agreement referenced below is by and among FIRST CHOICE ER, LLC, a Texas limited liability company (the “Borrower”), ADEPTUS HEALTH LLC, a Delaware limited liability company (“Holdings”), the Guarantors identified on the signature pages hereto, the Lenders identified on the signature pages hereto and Bank of America, N.A., in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 23rd, 2016 • Adeptus Health Inc. • Services-hospitals
This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is entered into effective November 22, 2016 (the “Effective Date”), by and between Adeptus Health Inc., a Delaware corporation (“Company”) and Frank R. Williams, Jr. (“Employee”).
Form of Amendment to Employment AgreementEmployment Agreement • June 12th, 2014 • Adeptus Health Inc. • Services-hospitals
This Amendment to Employment Agreement (this “Amendment”) is made and entered into effective as of June , 2014 (the “Effective Date”) by and between First Choice ER, LLC, a Texas limited liability company (the “Company”), and Thomas Hall (“Executive”).
2,450,000 Shares Adeptus Health Inc. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENTUnderwriting Agreement • June 8th, 2016 • Adeptus Health Inc. • Services-hospitals • New York
Adeptus Health Inc., a Delaware corporation (the “Company”) and SCP III AIV THREE-FCER Conduit, L.P. (the “Selling Stockholder”) propose to sell to the several underwriters (the “Underwriters”) named on Schedule I hereto for whom you are acting as representative (the “Representative”), an aggregate of 2,450,000 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”), of which 1,543,162 shares will be sold by the Company and 906,838 shares will be sold by the Selling Stockholder. The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto. The Company and the Selling Stockholder also propose to sell at the Underwriters’ option an aggregate of up to 367,500 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below. The Company and the Selling Stockholder are sometimes referred to herein collectively as the “Sellers”. If Schedule I here
