SECOND SUPPLEMENTAL INDENTURE
Second Supplemental Indenture (this Supplemental Indenture), dated as of April 21, 2020, among Change Healthcare Holdings, LLC, a Delaware limited liability company (the Issuer), Change Healthcare Finance, Inc., a Delaware corporation (the Co-Issuer and, together with the Issuer, the Issuers), the guarantors party hereto (collectively, the Guarantors) and Wilmington Trust, National Association, a national banking association, as trustee (the Trustee).
WHEREAS, the Issuers and the Trustee have heretofore executed and delivered an indenture, dated as of February 15, 2017 (as supplemented by the Completion Date Supplemental Indenture, dated as of March 1, 2017, among the Guarantors party thereto and the Trustee, the Initial Indenture and, together with this 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 Initial Notes);
WHEREAS, Section 2.01(d) of the Indenture provides that Additional Notes ranking pari passu with the Initial Notes may be issued from time to time by the Issuers (subject to the Issuers compliance with Section 4.09 of the Indenture) without notice to or consent of the Holders and shall be consolidated with and form a single class with the Initial Notes and, except as set forth therein, shall have the same terms as to status, redemption or otherwise as the Initial Notes;
WHEREAS, the Issuers and the Guarantors desire to execute and deliver this Supplemental Indenture for the purpose of issuing an additional $325,000,000 aggregate principal amount of 5.75% Senior Notes due 2025, having terms substantially identical in all material respects to the Initial Notes (the Additional 2025 Notes and, together with the Initial Notes, the Notes); and
WHEREAS, Section 9.01 of the Indenture provides that, among other things, the Issuers, the Guarantors and the Trustee may supplement the Indenture without the consent of any Holder to provide for the issuance of Additional Notes in accordance with the terms of the Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties 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 Indenture.
(2) Additional Notes. The Additional 2025 Notes are hereby created under the Indenture and the Trustee is directed to authenticate and deliver the Additional 2025 Notes, which constitute Additional Notes under the Indenture and are governed thereby. The Additional 2025 Notes shall have terms substantially identical to the Initial Notes and shall be issued at an issue price of 100.000%, plus accrued and unpaid interest from March 1, 2020. The Initial Notes and the Additional 2025 Notes shall be treated as a single class for all purposes under the Indenture.
(3) Necessary Actions. Each of the Issuers and the Guarantors hereby represents and warrants that all actions necessary to give effect to this Supplemental Indenture have been taken.
(4) Form of Additional Notes. The Additional 2025 Notes shall initially be evidenced by one or more Global Notes (each, a Global Note), substantially in the form of Exhibit A hereto.