The Registrant has requested confidential treatment of this draft registration statement and associated correspondence
pursuant to Rule 83 of the Securities and Exchange Commission.
Exhibit 4.2
COMPLETION DATE SUPPLEMENTAL INDENTURE
Completion Date Supplemental Indenture (this “Completion Date Supplemental Indenture”), dated as of March 1, 2017, among the Subsidiaries of Change Healthcare Holdings, LLC, a Delaware limited liability company (the “Issuer”), that are signatories hereto as Guarantors (collectively, the “Completion Date Guarantors”) and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuer, Change Healthcare Finance, Inc., a Delaware corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”) and the Trustee have heretofore executed and delivered an indenture, dated as of February 15, 2017 (the “Initial Indenture” together with this Completion Date Supplemental Indenture, and as further amended and supplemented, the “Indenture”), providing for the issuance of $1,000,000,000 aggregate principal amount of 5.75% Senior Notes due 2025 (the “Notes”);
WHEREAS, the Initial Indenture contemplates that upon the occurrence of the Completion Date, the Completion Date Guarantors shall execute and deliver to the Trustee a supplemental indenture pursuant to which each of the Completion Date Guarantors shall expressly and unconditionally guarantee, on a joint and several basis, all of the Issuers’ Obligations under the Initial Indenture and the Notes; and
WHEREAS, pursuant to Section 9.01 of the Initial Indenture, the Completion Date Guarantors and the Trustee are authorized to execute and deliver this Completion Date Supplemental Indenture to amend or supplement the Initial Indenture without the consent of any Holder of the Notes.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the Completion Date Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Initial Indenture.
(2) Agreement to Guarantee. Each Completion Date Guarantor acknowledges that it has received and reviewed a copy of the Indenture and all other documents it deems necessary to review in order to enter into this Completion Date Supplemental Indenture, and acknowledges and agrees to (i) join and become a party to the Indenture as indicated by its signature below; (ii) be bound by the Indenture, as of the date hereof, as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Guarantor pursuant to the Indenture. Each Completion Date Guarantor hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Indenture, including, but not limited to, Article 10 thereof.
(3) Execution and Delivery. Each Completion Date Guarantor agrees that its Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.
(4) No Recourse Against Others. No past, present or future director, officer, employee, incorporator, member, partner or direct or indirect equityholder of any Issuer or any Guarantor (including the Completion Date Guarantors) (other than the Issuers in respect of the Notes and each Guarantor in respect of its Guarantee) shall have any liability for any obligations of the Issuers or the
