STOCK PURCHASE AGREEMENT by and among SPECIALTY PHARMA, INC., a Delaware corporation, PROFESSIONAL HOME CARE SERVICES, INC., a Delaware corporation, EUREKA I, L.P., a Delaware limited partnership, THE PERSONS SET FORTH ON SCHEDULE A HERETO and...Stock Purchase Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • Delaware
STOCK PURCHASE AGREEMENT dated as of August 10, 2006 by and among SPECIALTY PHARMA, INC., a Delaware corporation (“Parent”), PROFESSIONAL HOME CARE SERVICES, INC., a Delaware corporation (“PHCS,” and together with Parent, the “Company”), CRITICAL HOMECARE SOLUTIONS, INC., a Delaware corporation (“Buyer”), EUREKA I, L.P., a Delaware limited partnership (“Eureka”), which is the holder of the Series A Preferred Stock, par value $.0001 per share, of the Company (the “Preferred Stock”), the holders of the common stock, par value $.0001 per share, of the Company (the “Common Stock,” and together with the Preferred Stock, the “Stock”), and the holders of certain options to purchase the Common Stock (the “Seller Options,” and together with the Stock, the “Securities”), in each case, as set forth on Schedule A attached hereto (the “Common Stockholders” and, collectively with Eureka, “Sellers”).
FIRST AMENDMENT to STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • Ohio
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT dated as of January 8, 2007 to the Stock Purchase Agreement dated as of December 20, 2006 (the “Purchase Agreement”) by and among Critical Homecare Solutions, Inc., a Delaware corporation (“Buyer”), The Deaconess Associations, Inc., an Ohio non-profit corporation (“Seller”), and Deaconess Enterprises, Inc., an Ohio corporation (“Company”). Buyer, Seller and Company are referred to collectively herein as the “Parties.”
Kohlberg & Co., L.L.C.Management Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • Delaware
This letter is intended to amend the terms of the Management Agreement dated as of September 19, 2006, by and among KCHS Holdings, Inc., a Delaware corporation (“KCHS”), Critical Homecare Solutions, Inc., a Delaware corporation and wholly-owned subsidiary of KCHS (“CHS” and together with KCHS, the “Company”), and Kohlberg & Co., L.L.C., a Delaware limited liability company (“KoCo”) (as amended, the “Management Agreement”).
PARTNERSHIP INTEREST PURCHASE AGREEMENT by and among APPLIED HEALTH CARE, LTD., a Texas limited partnership, THE PERSONS SET FORTH ON SCHEDULE A HERETO, CHS APPLIED HEALTHCARE GP, INC., a Delaware corporation and CHS APPLIED HEALTHCARE LP, INC., a...Partnership Interest Purchase Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • Delaware
PARTNERSHIP INTEREST PURCHASE AGREEMENT dated as of June 27, 2007 by and among (i) APPLIED HEALTH CARE, LTD., a Texas limited partnership (the “Company”), (ii) APPLIED HC, L.L.C., a Texas limited liability company and the general partner of the Company (the “GP”), each of the Persons set forth on Schedule A hereto (the “LPs” and together with the GP, “Sellers”), and (iii) CHS APPLIED HEALTHCARE GP, INC., a Delaware corporation (the “GP Purchaser”), and CHS APPLIED HEALTHCARE LP, INC., a Delaware corporation (the “LP Purchaser” and together with the GP Purchaser, “Buyers”).
STOCK PURCHASE AGREEMENT BY AND AMONG CRITICAL HOMECARE SOLUTIONS, INC., THE DEACONESS ASSOCIATIONS, INC. AND DEACONESS ENTERPRISES, INC. DECEMBER 20, 2006Stock Purchase Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • Ohio
This Stock Purchase Agreement (this “Agreement”) is entered into as of December 20, 2006, by and among Critical Homecare Solutions, Inc., a Delaware corporation (“Buyer”), The Deaconess Associations, Inc., an Ohio non-profit corporation (“Seller”), and Deaconess Enterprises, Inc., an Ohio corporation (“Company”). Buyer, Seller and Company are referred to collectively herein as the “Parties.”
AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT dated as of January 8, 2007, among CRITICAL HOMECARE SOLUTIONS, INC., as Borrower, KCHS HOLDINGS, INC. and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO and JEFFERIES...First Lien Credit Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • New York
This AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Agreement”), dated as of January 8, 2007, among Critical Homecare Solutions, Inc., a Delaware corporation (the “Borrower”), KCHS Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, Jefferies Finance LLC, as lead arranger (in such capacity, the “Arranger”), as book manager (in such capacity, the “Book Manager”), as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), Churchill Financial LLC, as syndication agent (in such capacity, the “Syndication Agent”), Jefferies Finance LLC, as swingline lender (in such capacity, the “Swingline Lender”) for the Lenders and Merrill Lynch Capital, a division of Merrill Lynch Business Financial Services Inc., as docum
FIRST AMENDMENT TO SECOND LIEN TERM LOAN AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT AND CONSENT TO AMENDMENT TO INTERCREDITOR AGREEMENTSecond Lien Term Loan Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • New York
This FIRST AMENDMENT TO SECOND LIEN TERM LOAN AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT AND CONSENT TO AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of July 25, 2007, is among Critical Homecare Solutions, Inc., a Delaware corporation (“Borrower”), KCHS Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, the Lenders party hereto and the Agents (each as defined below).
AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • December 4th, 2007 • Critical Homecare Solutions Holdings, Inc. • Services-home health care services • New York
AMENDMENT NO. 1, dated as of November 9, 2007 (this “First Amendment”), to the Amended and Restated Stockholders Agreement, dated as of January 8, 2007 (the “Stockholders Agreement”), by and among (i) CRITICAL HOMECARE SOLUTIONS HOLDINGS, INC. (f/k/a KCHS Holdings, Inc.), a Delaware corporation (the “Company”), (ii) KOHLBERG INVESTORS V, L.P., a Delaware limited partnership, KOHLBERG PARTNERS V, L.P., a Delaware limited partnership, KOHLBERG OFFSHORE INVESTORS V, L.P., a Delaware limited partnership, KOHLBERG TE INVESTORS V, L.P., a Delaware limited partnership, and KOCO INVESTORS V, L.P., a Delaware limited partnership (collectively, the “Kohlberg Stockholders”), (iii) ROBERT CUCUEL, MARY JANE GRAVES, NITIN PATEL, JOEY RYAN and the other members of management of the Company and its subsidiaries who are stockholders of the Company and have executed the Stockholders Agreement or have otherwise agreed to be bound by the provisions thereof (the “Management Stockholders”), (iv) BLACKSTONE
SECOND LIEN TERM LOAN AGREEMENT dated as of January 8, 2007, among CRITICAL HOMECARE SOLUTIONS, INC., as Borrower, KCHS HOLDINGS, INC. and THE OTHER GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO JEFFERIES FINANCE LLC, as Arranger,...Second Lien Term Loan Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • New York
This SECOND LIEN TERM LOAN AGREEMENT (this “Agreement”), dated as of January 8, 2007, among Critical Homecare Solutions, Inc., a Delaware corporation (the “Borrower”), KCHS Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, Jefferies Finance LLC, as lead arranger (in such capacity, the “Arranger”), as documentation agent for the Lenders (in such capacity, the “Documentation Agent”) and as book manager (in such capacity, the “Book Manager”), Blackstone Corporate Debt Administration L.L.C., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), and Jefferies & Company, Inc., as syndication agent (in such capacity, the “Syndication Agent”).
Critical Homecare Solutions, Inc. c/o Kohlberg & Company, LLC Mt. Kisco, NY 10549 Dated as of September 11, 2006Stock Purchase Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • Delaware
Reference is hereby made to the Stock Purchase Agreement dated August 10, 2006 (the “Agreement”) by and among Specialty Pharma, Inc. (“SPI”), Professional Home Care Services, Inc. (“PHCS”), Eureka I, L.P. (“Eureka”), Critical Homecare Solutions, Inc. (“Buyer”) and the other parties thereto. Capitalized terms used in this letter agreement but not defined herein shall have the meanings ascribed to such terms under the Agreement. This letter agreement is being delivered to Eureka I, L.P. in its capacity as the Representative and as a Seller under the terms of the Agreement.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • Massachusetts
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment”), dated as of September 19, 2006, by and among New England Home Therapies, Inc., a Delaware corporation (the “Company”), the persons set forth on Schedule A attached thereto (“Sellers”), and Critical Homecare Solutions, Inc., a Delaware corporation (“Buyer”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Stock Purchase Agreement (as defined below).
MANAGEMENT AGREEMENTManagement Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • New York
MANAGEMENT AGREEMENT dated as of September 19, 2006 between (i) KCHS HOLDINGS, INC., a Delaware corporation (“Holdings”), CRITICAL HOMECARE SOLUTIONS, INC., a Delaware corporation and wholly-owned subsidiary of Holdings (“CHS” and together with Holdings, the “Company”), and (ii) KOHLBERG & COMPANY, LLC, a Delaware limited liability company (“KoCo”).
FIRST AMENDMENT TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT AND CONSENT TO AMENDMENT TO INTERCREDITOR AGREEMENTFirst Amendment to Amended and Restated First Lien Credit Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT AND CONSENT TO AMENDMENT TO INTERCREDITOR AGREEMENT (this “Amendment”), dated as of July 25, 2007, is among Critical Homecare Solutions, Inc., a Delaware corporation (“Borrower”), KCHS Holdings, Inc., a Delaware corporation (“Holdings”), the Subsidiary Guarantors, the Lenders party hereto and the Agents (each as defined below).
AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • October 10th, 2007 • Critical Homecare Solutions Holdings, Inc. • New York
This Amended and Restated Stockholders Agreement amends, restates and supersedes in its entirety the Stockholder Agreement dated as of December 1, 2006 (the “Original Stockholders Agreement”) by and among the Company, the Kohlberg Stockholders and the Management Stockholders.
