JOINT FILING AGREEMENTJoint Filing Agreement • August 6th, 2010 • Mountain Acquisition Corp. • Services-business services, nec
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby (i) agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D described below) of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.001 per share, of Health Grades, Inc. and (ii) agree that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
LOAN AND SECURITY AGREEMENT Revolving Line of Credit (Just In Time Loan - Partnership)Loan and Security Agreement • September 2nd, 2010 • Mountain Acquisition Corp. • Services-business services, nec • California
This LOAN AND SECURITY AGREEMENT dated November 9, 2007, for reference purposes only, is executed by and between * * *, a division of * * * (“Bank”) and VESTAR CAPITAL PARTNERS V, L.P., a Cayman Islands exempted limited partnership (“Borrower”). The exhibits attached hereto (“Exhibits”) are incorporated herein by this reference, and this agreement and the Exhibits are referred to herein as the “Agreement.”
THIRD-PARTY SECURITY AGREEMENT (Management and Advisory Fees)Third-Party Security Agreement • September 8th, 2010 • Mountain Acquisition Corp. • Services-business services, nec • California
This Third-Party Security Agreement (Management and Advisory Fees) (the “Agreement”), dated November 9, 2007 for reference purposes only, is executed by and between VESTAR CAPITAL PARTNERS, a New York general partnership (referred to as “Debtor”), and * * *, a division of * * * (“Lender”), with reference to the following facts:
LOAN AND SECURITY AGREEMENT Revolving Line of Credit (Just In Time Loan - Partnership)Loan and Security Agreement • September 8th, 2010 • Mountain Acquisition Corp. • Services-business services, nec • California
This LOAN AND SECURITY AGREEMENT dated November 9, 2007, for reference purposes only, is executed by and between * * *, a division of * * * (“Bank”) and VESTAR CAPITAL PARTNERS V, L.P., a Cayman Islands exempted limited partnership (“Borrower”). The exhibits attached hereto (“Exhibits”) are incorporated herein by this reference, and this agreement and the Exhibits are referred to herein as the “Agreement.”
July 27, 2010Equity Financing Commitment • August 26th, 2010 • Mountain Acquisition Corp. • Services-business services, nec • Delaware
This letter agreement (this “Equity Commitment Letter”) sets forth the commitment of VESTAR CAPITAL PARTNERS V, L.P. (the “Sponsor”), subject to the terms and conditions contained herein, to purchase, or cause the purchase of, certain equity and/or debt securities of MOUNTAIN ACQUISITION CORP., a Delaware corporation (“Parent”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among Parent, MOUNTAIN MERGER SUB CORP., a Delaware corporation (“Merger Sub”), and HEALTH GRADES, INC. (the “Company”), Merger Sub has agreed to (i) commence a tender offer for all of the outstanding shares of Company Common Stock and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subs
