Exhibit 4.12


 


FIRST SUPPLEMENTAL INDENTURE


 


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”).


 


W I T N E S S E T H


 


WHEREAS, Polaris Merger Sub Corp. (“Merger
Sub”) has heretofore executed and delivered to the Trustee an indenture (as amended, modified or supplemented from time
to time, the “Indenture”), dated as of June 7, 2016, related to the initial issuance by Merger Sub of $1,100,000,000
aggregate principal amount of 7.125% senior notes due 2024 (the “Notes”);


 


WHEREAS, Merger Sub has merged with and
into Acquisition Corp, with Acquisition Corp surviving such merger, MPH Intermediate Acquisition Corp. has merged with and into
MPH Acquisition Corp 2, with MPH Acquisition Corp 2 surviving such merger and MPH Acquisition Corp 2 has merged with and into Acquisition
Corp, with Acquisition Corp surviving such merger (collectively, the “Merger”);


 


WHEREAS, Article 10 and Section 5.01
of the Indenture provide that, immediately upon consummation of the Merger, the Company and the Guarantors shall execute and deliver
to the Trustee a supplemental indenture pursuant to which (i) the Company will become a party to the Indenture and expressly
assume Acquisition Corp’s obligations with respect to the Notes and the Indenture and Acquisition Corp will be released from
all obligations thereunder, and (ii) the obligations of the Company with respect to the due and punctual payment of the principal
of, premium, if any, and interest on all the Notes and the performance and observation of each covenant and agreement under the
Indenture on the part of the Company to be performed or observed will become unconditionally and irrevocably guaranteed by the
Guarantors;


 


WHEREAS,
pursuant to Section 9.01(n) of the Indenture, the Trustee, the Company, Acquisition Corp and the Guarantors are authorized
to execute and deliver this Supplemental Indenture, without the consent of Holders; and


 


WHEREAS,
all acts necessary to make this Supplemental Indenture the legal, valid and binding obligation of the Company and each Guarantor
have been taken by the Company and each Guarantor, as applicable.


 


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 as follows:


 


(1)         Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 






    


     


    

 


(2)         Agreement
to be Bound. (a)  The Company hereby agrees to unconditionally assume Acquisition
Corp’s obligations with respect to the Notes and the Indenture and to be bound by all other applicable provisions of the
Indenture and the Notes and to perform all of the obligations and agreements of the “Company” under the Indenture as
if it was in effect with respect to the Company since the Effective Date.


 


(b)       Each
of the Guarantors hereby agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable
to the Guarantors, including Article 10 thereof, and agrees that the Guarantee shall remain in full force and effect notwithstanding
the absence of the endorsement of any notation of such Guarantee on the Notes.


 


(3)         Execution
and Delivery. The Company and each Guarantor hereby represent and warrant to and agree that each of them has all the requisite
corporate power and authority to execute, deliver and perform its obligations under this Supplemental Indenture, this Supplemental
Indenture has been duly and validly executed and delivered and constitutes their legal, valid and binding obligation, enforceable
against them in accordance with its terms and the terms of the Indenture..


 


(4)         Release
of Obligations. Upon execution of this Supplemental Indenture by the Company, the Guarantors and the Trustee, Acquisition Corp
shall be unconditionally and irrevocably released and discharged from all obligations and liabilities under the Indenture and the
Notes.


 


(5)         Governing
Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


(6)         Counterparts.
The parties may sign any number of copies of this Supplemental Indenture. Each signed copy, which may be delivered by facsimile
or PDF transmission, shall be an original, but all of them together represent the same agreement. Signatures of the parties hereto
transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


(7)         Effect
of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.


 


(8)         The
Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of
this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the
Company and the Guarantors.


 


(9)         Ratification.
Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.


 






    


     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed, all as of the date first above written.


 


	 	MPH ACQUISITION CORP 1
	 	 
	 	By:	/s/ David L. Redmond
	 	 	Name:	David Redmond
	 	 	Title:	Secretary and Treasurer




 






    


     


    

 


	 	MPH ACQUISITION HOLDINGS LLC
	 	 
	 	By:	/s/ David L. Redmond
	 		Name:	David Redmond
	 		Title:	Secretary and Treasurer




 






    


     


    

 


	 	ADMAR CORPORATION
	 	ASSOCIATES FOR HEALTH CARE, INC.
	 	BEECH STREET CORPORATION
	 	FORMOST, INC.
	 	HEALTHEOS BY MULTIPLAN, INC.
	 	HEALTHNETWORK SYSTEMS, LLC
	 	HMA ACQUISITION CORPORATION
	 	IHP ACQUISITION CORP.
	 	MARS ACQUISITION CORP.
	 	MEDICAL AUDIT & REVIEW SOLUTIONS, INC.
	 	MULTIPLAN HOLDING CORPORATION
	 	MPH INTERMEDIATE HOLDING COMPANY 1
	 	MULTIPLAN CORP.
	 	MULTIPLAN SERVICES CORPORATION
	 	MULTIPLAN, INC.
	 	NATIONAL CARE NETWORK, LLC
	 	NCN ACQUISITION CORPORATION
	 	PRIVATE HEALTHCARE SYSTEMS, INC.
	 	STATEWIDE INDEPENDENT PPO, INC.
	 	TEXAS TRUE CHOICE, INC.
	 	VIANT HOLDINGS, INC.
	 	VIANT, INC.
	 	VIANT PAYMENT SYSTEMS, INC.
	 	 
	 	By:	 /s/ David L. Redmond
	 	 	Name:	David Redmond
	 	 	Title:	Authorized Officer




 






    


     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	By:	 /s/ Jane Y. Schweiger
	 	 	Name:	 Jane Y. Schweiger
	 	 	Title:	Vice President