SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORSSupplemental Indenture • February 8th, 2008 • MSC-Medical Services CO • Services-health services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of February 5, 2008, among ZoneCare USA of Delray, LLC (the “Subsidiary Guarantor”), a subsidiary of MSC-Medical Services Company (or its permitted successor), a Florida corporation (“MSC”), with MSC as a wholly-owned subsidiary of MCP-MSC Acquisition, Inc. (or its permitted successor), a Delaware corporation (the “Company”), the Company and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 7th, 2008 • MSC-Medical Services CO • Services-health services • Florida
THIS AGREEMENT (“Agreement”) dated as of December 13, 2007 is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”), and Paul Bode (“Executive”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT among MSC-MEDICAL SERVICES COMPANY ZONECARE USA OF DELRAY LLC, and THE MEMBERS NAMED HEREIN Dated as of January 28, 2008Membership Interest Purchase Agreement • February 1st, 2008 • MSC-Medical Services CO • Services-health services • Florida
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of January 28, 2008 (“Effective Date”) among MSC-MEDICAL SERVICES COMPANY, a Florida corporation (referred to herein as the “Company” or “Buyer”), ZoneCare USA of Delray, LLC (“ZoneCare”), and the Members of ZoneCare which are listed in Schedule 2.5(c), attached hereto and incorporated herein (said Members may be referred to herein individually, as a “Seller”, “Member” or “Owner” and collectively as “Sellers”, “Members” or “Owners”) (Buyer, ZoneCare and Sellers may be referred to herein individually, as a “Party” and collective, as “Parties”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • March 13th, 2007 • MSC-Medical Services CO • Services-health services • Delaware
This Restricted Stock Agreement (“Agreement”) is made and entered into as of the 7th day of March, 2007, by and among MCP-MSC Acquisition, Inc., a Delaware corporation (the “Company”), and Patrick G. Dills (“Stockholder”).
ASSET PURCHASE AGREEMENT by and among SELECTMRI ACQUISITION, LLC, SELECTMRI, LLC, and THE MEMBERS NAMED HEREIN Dated as of January 28, 2008Asset Purchase Agreement • February 1st, 2008 • MSC-Medical Services CO • Services-health services • Florida
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is hereby entered into effective January 28, 2008 (“Effective Date”), by and among SELECTMRI ACQUISITION, LLC, a Delaware limited liability company (“Buyer”), SELECTMRI, LLC, a Florida limited liability company (“Seller”), and those members of Seller listed on the signatures pages hereto (each a “Member” and collectively, the “Members”). (Buyer, Seller and each Member may be referred to herein individually as a “Party” and collectively, as the “Parties”). Capitalized terms not otherwise defined herein have that meaning as is set forth in the attached Exhibit A.
SECOND LIEN SECURITY AGREEMENT SUPPLEMENT February 5, 2008Second Lien Security Agreement Supplement • February 8th, 2008 • MSC-Medical Services CO • Services-health services • New York
MSC-Medical Services Company, a Florida corporation (“Issuer”) has entered into (i) an Indenture dated as of June 21, 2005 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Indenture”) with U.S. Bank National Association (the “Trustee” or “Collateral Agent”), (ii) a Revolving Credit Agreement dated as of March 31, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), among Issuer (as the surviving entity of the Merger), as the Borrower, the Lenders party thereto, Bank of America, N.A., as administrative agent (together with any successor Administrative Agent appointed pursuant to Article XI of the Revolving Credit Agreement, the “Administrative Agent”) and L/C Issuer, (iii) a Security Agreement dated March 31, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) made by the Grant
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2007 • MSC-Medical Services CO • Services-health services • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated as of March 7, 2007 is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”), and Joseph Delaney (“Executive”).
RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • May 20th, 2008 • MSC-Medical Services CO • Services-health services • Delaware
This Restricted Stock Agreement (“Agreement”) is made and entered into as of the 16th day of May, 2008, by and among MCP-MSC Acquisition, Inc., a Delaware corporation (the “Company”), and Thomas E. Moloney (“Stockholder”).
ACQUISITION AGREEMENT by and among MCP-MSC ACQUISITION, INC., MSC - MEDICAL SERVICES COMPANY, MSC GROUP, INC. and EXPRESS SCRIPTS, INC. Dated as of June 12, 2008Acquisition Agreement • June 23rd, 2008 • MSC-Medical Services CO • Services-health services • New York
This ACQUISITION AGREEMENT (this “Agreement”) is made as of the 12th day of June, 2008, among (i) MCP-MSC Acquisition, Inc., a Delaware corporation (the “Seller”), (ii) MSC - Medical Services Company, a Florida corporation (the “Company”), (iii) solely for the purposes of Sections 3.1, 8.9.2, 9 and 11 of this Agreement, MSC Group, Inc., a Delaware corporation (“Group”) and (iv) Express Scripts, Inc., a Delaware corporation (the “Buyer”).
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement Supplement • February 8th, 2008 • MSC-Medical Services CO • Services-health services • New York
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2007 • MSC-Medical Services CO • Services-health services • Florida
This Amendment to Employment Agreement (the “Amendment”) is entered into as of this 7th day of March, 2007 by and among MSC-Medical Services Company, a Florida corporation (the “Company”), MCP-MSC Acquisition, Inc., a Delaware corporation (the “Issuer”), and Patrick Dills (“Executive”).
MEMBERSHIP INTEREST PURCHASE AGREEMENT among MSC – MEDICAL SERVICES COMPANY SPEEDY RE-EMPLOYMENT, LLC and THE MEMBERS NAMED HEREIN Dated as of January 28, 2008Membership Interest Purchase Agreement • February 1st, 2008 • MSC-Medical Services CO • Services-health services • Florida
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of January 28, 2008 (“Effective Date”) among MSC-Medical Services Company, a Florida corporation (referred to herein as the “Company” or “Buyer”), Speedy Re-Employment, LLC (“Speedy”), and the Members of Speedy which are listed in Schedule 2.5(c), attached hereto and incorporated herein (said Members may be referred to herein individually, as a “Seller”, “Member” or “Owner” and collectively as “Sellers”, “Members” or “Owners”) (Buyer, Speedy and Sellers may be referred to herein individually, as a “Party” and collective, as “Parties”).
AMENDMENT NO. 3 TO THE REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • December 19th, 2006 • MSC-Medical Services CO • Services-health services • New York
AMENDMENT NO. 3 TO THE REVOLVING CREDIT AGREEMENT dated as of December 14, 2006 (this “Amendment”) among MSC-Medical Services Company, a Florida corporation (the “Borrower”), MCP-MSC Acquisition, Inc., a Delaware corporation (“Holdings”), the banks, financial institutions and other lenders party hereto (collectively, the “Lenders”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 20th, 2007 • MSC-Medical Services CO • Services-health services • Florida
THIS AGREEMENT (“Agreement”) dated as of July 16, 2007 is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”) and Gary S. Jensen (“Executive”).
AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2007 • MSC-Medical Services CO • Services-health services • Florida
This Amendment to Employment Agreement (the “Amendment”) is entered into as of this 3rd day of July, 2006, effective as of February 15, 2006, by and between MSC – Medical Services Company (“Company”) and Joseph P. Delaney (“Executive”).
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • February 8th, 2008 • MSC-Medical Services CO • Services-health services • New York
CLASS A COMMON STOCK AND WARRANT PURCHASE AGREEMENTClass a Common Stock and Warrant Purchase Agreement • February 1st, 2008 • MSC-Medical Services CO • Services-health services • Delaware
THIS CLASS A COMMON STOCK AND WARRANT PURCHASE AGREEMENT dated as of January 28, 2008 (this “Agreement”), is executed by and among MCP-MSC Equity Investment, LLC, a Delaware limited liability company (“Purchaser”) and MCP-MSC Acquisition, Inc. (the “Company”). The Purchaser and the Company are collectively referred to herein as the “Parties,” and individually as a “Party.”
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • February 8th, 2008 • MSC-Medical Services CO • Services-health services • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • MSC-Medical Services CO • Services-health services • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) dated as of November 1, 2006 is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”) and Mitch Freeman (“Employee”).
SECOND LIEN SECURITY AGREEMENT SUPPLEMENT February 5, 2008Second Lien Security Agreement Supplement • February 8th, 2008 • MSC-Medical Services CO • Services-health services • New York
MSC-Medical Services Company, a Florida corporation (“Issuer”) has entered into (i) an Indenture dated as of June 21, 2005 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Indenture”) with U.S. Bank National Association (the “Trustee” or “Collateral Agent”), (ii) a Revolving Credit Agreement dated as of March 31, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), among Issuer (as the surviving entity of the Merger), as the Borrower, the Lenders party thereto, Bank of America, N.A., as administrative agent (together with any successor Administrative Agent appointed pursuant to Article XI of the Revolving Credit Agreement, the “Administrative Agent”) and L/C Issuer, (iii) a Security Agreement dated March 31, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) made by the Grant
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement • February 8th, 2008 • MSC-Medical Services CO • Services-health services • New York
SECURITY AGREEMENT SUPPLEMENTSecurity Agreement Supplement • August 3rd, 2007 • MSC-Medical Services CO • Services-health services • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 12th, 2008 • MSC-Medical Services CO • Services-health services • Florida
THIS AGREEMENT (“Agreement”) dated as of March 10, 2008 is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”), and Robert DiProva (“Executive”).
AMENDMENT NO. 4 TO THE REVOLVING CREDIT AGREEMENTRevolving Credit Agreement • February 1st, 2008 • MSC-Medical Services CO • Services-health services • New York
AMENDMENT NO. 4 TO THE REVOLVING CREDIT AGREEMENT dated as of January 18, 2008 (this “Amendment”) among MSC-Medical Services Company, a Florida corporation (the “Borrower”), MCP-MSC Acquisition, Inc., a Delaware corporation (“Holdings”), the banks, financial institutions and other lenders party hereto (collectively, the “Lenders”) and Bank of America, N.A. (“Bank of America”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.
SEPARATION AGREEMENT AND RELEASESeparation Agreement • November 14th, 2007 • MSC-Medical Services CO • Services-health services • Florida
THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is entered into as of this 31st day of October, 2007, by and between MSC-Medical Services Company, on behalf of itself, any subsidiaries, parent(s) and related or affiliated entities and their past, present or future directors, administrators, officers, employees, shareholders, agents, attorneys, representatives and assigns (collectively, “MSC”), and Craig Rollins (“Employee”). Employee has decided to resign and therefore, the parties have agreed to terminate their employment relationship effective November 1, 2007. In conjunction with this Agreement and in exchange for the good and valuable consideration consisting of the mutual promises, covenants and compensation as set forth below, the sufficiency of which is acknowledged by both parties, it is agreed as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • MSC-Medical Services CO • Services-health services • Florida
THIS AGREEMENT (“Agreement”) dated as of December 2, 2004 is entered into by and between MSC-Medical Services Company, a Florida corporation (the “Company”), and Linda Hirschi (“Employee”).
SECOND LIEN SECURITY AGREEMENT SUPPLEMENT February 5, 2008Second Lien Security Agreement Supplement • February 8th, 2008 • MSC-Medical Services CO • Services-health services • New York
MSC-Medical Services Company, a Florida corporation (“Issuer”) has entered into (i) an Indenture dated as of June 21, 2005 (as may be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Indenture”) with U.S. Bank National Association (the “Trustee” or “Collateral Agent”), (ii) a Revolving Credit Agreement dated as of March 31, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Revolving Credit Agreement”), among Issuer (as the surviving entity of the Merger), as the Borrower, the Lenders party thereto, Bank of America, N.A., as administrative agent (together with any successor Administrative Agent appointed pursuant to Article XI of the Revolving Credit Agreement, the “Administrative Agent”) and L/C Issuer, (iii) a Security Agreement dated March 31, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “First Lien Security Agreement”) made by the Grant
