AMENDMENT NO. 1 TO
AGREEMENT OF CONTRIBUTION AND SALE
This Amendment No. 1 to Agreement of Contribution and Sale (this Amendment) is entered into as of March 1, 2017 by and among Change Healthcare LLC (f/k/a PF2 NewCo LLC), a Delaware limited liability company (the Company), Change Healthcare Intermediate Holdings, LLC (f/k/a PF2 NewCo Intermediate Holdings, LLC), a Delaware limited liability company (Intermediate Holdings), Change Healthcare Holdings, LLC (f/k/a PF2 NewCo Holdings, LLC), a Delaware limited liability company (Holdings), HCIT Holdings, Inc., a Delaware corporation (Echo), Change Healthcare, Inc., a Delaware corporation (Echo Holdco), for itself and in its capacity as Echo Representative, certain affiliates of The Blackstone Group, L.P. (BX), certain affiliates of Hellman & Friedman LLC (H&F and, together with BX and the other equityholders of Echo Holdco, the Echo Shareholders), and McKesson Corporation, a Delaware corporation (MCK).
WHEREAS, the Company, Intermediate Holdings, Holdings, Echo, Echo Holdco, BX, H&F and MCK have entered into that certain Agreement of Contribution and Sale dated as of June 28, 2016 (the Agreement);
WHEREAS, Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
WHEREAS, each of the Parties desires to amend the Agreement as set forth herein.
NOW THEREFORE, in consideration of the mutual agreements and covenants set forth below, the parties hereto agree as follows:
A. Amendment of the Agreement. The Agreement is hereby amended as follows:
(1) The definition of MCK Promissory Note Principal Base Amount is hereby amended to read in its entirety as follows:
MCK Promissory Note Principal Base Amount means $1,250,000,000, minus the Aggregate MCK DRE Contributed Entity Note Principal Amount.
(2) The definition of Transaction Documents is hereby amended such that that certain Letter Agreement Relating to Agreement of Contribution and Sale dated March 1, 2017 (Letter Agreement) is included in the definition of Transaction Documents.