AMERICAN MEDSERVE CORPORATION 184 SHUMAN BLVD. SUITE 200 NAPERVILLE, ILLINOIS 60563 (630) 717-2904Severance Agreement • August 13th, 1997 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries
Exhibit 10.15 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement"), is made as of August 23, 1996 by and among (i) American Medserve Corporation, a Delaware corporation (the "Company"), (ii)...Stockholders Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
ASSET PURCHASE AGREEMENT BY AND AMONG HMIS, INC., THE STOCKHOLDERS OF HMIS, INC. AND HMIS ACQUISITION CO. DATED AS OF JANUARY 15, 1997Asset Purchase Agreement • January 31st, 1997 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
TERMINATION AGREEMENTTermination Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries
AMERICAN MEDSERVE CORPORATION 5,357,000 Shares Common Stock * UNDERWRITING AGREEMENTUnderwriting Agreement • October 24th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT THIS SECOND AMENDMENT TO SHAREHOLDERS AGREEMENT, dated as of August 4, 1997, is by and among Good Samaritan Supply Services, Inc., a South Dakota corporation (the "Company"), The Evangelical Lutheran Good...Shareholders Agreement • August 13th, 1997 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries
AGREEMENTShareholder Agreement • October 24th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Exhibit 10.16 REGISTRATION AGREEMENT THIS AGREEMENT is made as of August 23, 1996, by and among American Medserve Corporation, a Delaware corporation (the "COMPANY"), Golder, Thoma, Cressey, Rauner Fund IV, L.P., a Delaware limited partnership...Registration Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
AGREEMENTRecapitalization Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
CREDIT AGREEMENT DATED AS OF MARCH 15, 1996 AMONG AMC REGIONAL HOLDINGS, INC., AS BORROWER,Credit Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (the "Agreement") is made as of September 5, 1996 and amended and restated as of November 11, 1996, between American Medserve Corporation, a...Senior Management Agreement • August 13th, 1997 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
EXHIBIT 1.1 AMERICAN MEDSERVE CORPORATION 5,357,000 Shares Common Stock* UNDERWRITING AGREEMENTUnderwriting Agreement • November 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
1 [AMC Logo] August 14, 1997 To the Stockholders of American Medserve Corporation: We are pleased to inform you that on August 7, 1997, American Medserve Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")...Merger Agreement • August 14th, 1997 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries
Exhibit 10.18 AMENDMENT NO. 1 TO EQUITY PURCHASE AGREEMENT This Amendment No. 1 to Equity Purchase Agreement, dated as of August 23, 1996, is by and between Golder, Thoma, Cressey, Rauner Fund IV, L.P., a Delaware limited partnership (the "Fund"), and...Equity Purchase Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries
AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT THIS AMENDED AND RESTATED SENIOR MANAGEMENT AGREEMENT (the "Agreement") is made as of September 5, 1996 and amended and restated as of November 11, 1996, between American Medserve Corporation, a...Senior Management Agreement • August 13th, 1997 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
ARTICLE I DEFINITIONSNon-Qualified Stock Option Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
AMONG GOOD SAMARITAN SUPPLY SERVICES, INC., AS BORROWER,Credit Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries
Exhibit 10.14 DIRECTOR STOCK AGREEMENT THIS AGREEMENT is made as of September 5, 1996, between American Medserve Corporation, a Delaware corporation (the "Company"), and Mark A. Jerstad ("Director"). The Company and Director desire to enter into an...Director Stock Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
WITNESSETH:Nonqualified Stock Option Agreement • March 31st, 1997 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries
Exhibit 10.9 SENIOR MANAGEMENT AGREEMENT THIS AGREEMENT is made as of September 5, 1996, between American Medserve Corporation, a Delaware corporation (the "Company"), and Michael B. Freedman ("Executive"). The Company and Executive desire to enter...Senior Management Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
PARTICIPATION AGREEMENT This PARTICIPATION AGREEMENT (this "AGREEMENT") is made as of ________ _____, 1996, by and among __________, a __________ corporation (the "COMPANY") and __________ (the "PARTICIPANT"). Capitalized terms used but not otherwise...Participation Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
RECITALSShareholders Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
PRELIMINARY STATEMENT:Non-Competition and Marketing Assistance Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries
by and amongMerger Agreement • August 13th, 1997 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
SENIOR MANAGEMENT AGREEMENT THIS AGREEMENT is made as of December 3, 1993, between American Medserve Corporation, a Delaware corporation (the "Company"), and Timothy L. Burfield ("Executive"). The Company and Executive desire to enter into an...Senior Management Agreement • November 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
FIRST AMENDMENT TO NON-COMPETITION AND MARKETING ASSISTANCE AGREEMENT THIS FIRST AMENDMENT TO NON-COMPETITION AND MARKETING ASSISTANCE AGREEMENT, dated as of August 4, 1997, is by and among Good Samaritan Supply Services, Inc., a South Dakota...Non-Competition and Marketing Assistance Agreement • August 13th, 1997 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries
REIMBURSEMENT AND CONVERSION RIGHTS AGREEMENTReimbursement and Conversion Rights Agreement • October 8th, 1996 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
