INDEMNIFICATION AGREEMENTIndemnification Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • New York
This INDEMNIFICATION AGREEMENT, dated as of January 28th, 2014 (the “Agreement”), is among CDRF Topco, Inc., a Delaware corporation (the “Company”), CDRF Parent, Inc., a Delaware corporation (“Parent”) and PharMedium Healthcare Corporation, a Delaware corporation ( “Opco” and together with Topco and Parent, the “Company Entities”), CD&R Forest Holdings, L.P., a Cayman Islands exempted limited partnership (“CD&R Investor”), Clayton, Dubilier & Rice Fund IX, L.P., a Cayman Islands exempted limited partnership (the “Fund”), CD&R Advisor Fund IX, L.P., a Cayman Islands exempted limited partnership (“Advisor Fund” and together with the Fund, the “CD&R Funds”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Delaware
Indemnification Agreement (this “Agreement”), dated as of [•], 2015, by and among PharMEDium Healthcare Holdings, Inc., a Delaware corporation (“Topco”), CDRF Parent, Inc., a Delaware corporation (“Parent”), PharMEDium Healthcare Corporation, a Delaware corporation (“PHC”, and Topco, Parent and PHC individually a “Company” and together the “Companies”) and [•] (“Indemnitee”).
Employee Stock Subscription Agreement (Exchange Shares)Employee Stock Subscription Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Delaware
This Employee Stock Subscription Agreement, dated as of the Effective Date, between CDRF Topco, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the CDRF Topco, Inc. Stock Incentive Plan. The meaning of each capitalized term may be found in Section 9.
INTERCREDITOR AGREEMENT by and between JPMorgan Chase Bank, N.A., as Original First Lien Agent and Credit Suisse AG, as Original Second Lien Agent Dated as of January 28, 2014Intercreditor Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • New York
This INTERCREDITOR AGREEMENT (as amended, supplemented, waived or otherwise modified from time to time pursuant to the terms hereof, this “Agreement”) is entered into as of January 28, 2014, by and between JPMorgan Chase Bank, N.A., in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Original First Lien Agent”) for the Original First Lien Secured Parties referred to below, and Credit Suisse AG, in its capacity as collateral agent (together with its successors and assigns in such capacity, and as further defined herein, the “Original Second Lien Agent”) for the Original Second Lien Secured Parties referred to below. Capitalized terms used herein without other definition are used as defined in Article I hereof.
SECOND LIEN CREDIT AGREEMENT among CDRF MERGER SUB, INC. (to be merged with and into PHARMEDIUM HEALTHCARE CORPORATION), as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, CREDIT SUISSE AG, as Administrative Agent and Collateral Agent, J.P....Second Lien Credit Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT, dated as of January 28, 2014, among CDRF MERGER SUB, INC., a Delaware corporation (“MergerSub” and, at any time prior to the consummation of the Merger (as defined in Subsection 1.1), and as further defined in Subsection 1.1, the “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and CREDIT SUISSE AG, as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below).
FIRST LIEN CREDIT AGREEMENT among CDRF MERGER SUB, INC. (to be merged with and into PHARMEDIUM HEALTHCARE CORPORATION), as Borrower, THE LENDERS FROM TIME TO TIME PARTIES HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral Agent,...First Lien Credit Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT, dated as of January 28, 2014, among CDRF MERGER SUB, INC., a Delaware corporation (“MergerSub” and, at any time prior to the consummation of the Merger (as defined in Subsection 1.1), and as further defined in Subsection 1.1, the “Borrower”), the several banks and other financial institutions from time to time party hereto (as further defined in Subsection 1.1, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity and as further defined in Subsection 1.1, the “Administrative Agent”) for the Lenders hereunder and as collateral agent (in such capacity and as further defined in Subsection 1.1, the “Collateral Agent”) for the Secured Parties (as defined below).
CDRF Topco, Inc. c/o Clayton, Dubilier & Rice, LLCMerger Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Illinois
Reference is made to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 16, 2013, to which PharMedium Healthcare Corporation (the “Company), CDRF Parent, Inc. (“Parent”), a wholly-owned subsidiary of CDRF Topco, Inc. (“Holdings”), and CDRF Merger Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), are parties. At the “Effective Time” of the “Merger” (as these terms are defined in the Merger Agreement), Merger Sub will be merged with and into the Company, with the Company continuing as the surviving corporation. This letter agreement sets forth our mutual agreement as to (i) the effect that the Merger will have on your employment with the Company and its affiliates, (ii) your role with Holdings following the Effective Time, (iii) your investment opportunity in Holdings and (iv) your agreement not to engage in certain conduct that could be competitive with, or otherwise harmful to, Holdings and its subsidiaries following the Effective Time.
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT made by CDRF PARENT, INC., PHARMEDIUM HEALTHCARE CORPORATION and certain of its Domestic Subsidiaries, in favor of CREDIT SUISSE, AG as Collateral Agent Dated as of January 28, 2014Second Lien Guarantee and Collateral Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • New York
SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 28, 2014, made by PHARMEDIUM HEALTHCARE CORPORATION, a Delaware corporation (the “Borrower”), Holdings (as defined below) and certain Domestic Subsidiaries of the Borrower from time to time party hereto, in favor of CREDIT SUISSE AG, as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT made by CDRF PARENT, INC., PHARMEDIUM HEALTHCARE CORPORATION and certain of its Domestic Subsidiaries, in favor of JPMORGAN CHASE BANK, N.A. as Collateral Agent Dated as of January 28, 2014First Lien Guarantee and Collateral Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • New York
FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of January 28, 2014, made by PHARMEDIUM HEALTHCARE CORPORATION, a Delaware corporation (the “Borrower”), Holdings (as defined below) and certain Domestic Subsidiaries of the Borrower from time to time party hereto, in favor of JPMORGAN CHASE BANK, N.A., as collateral agent for the Secured Parties (as defined below) (in such capacity, and together with its successors and assigns in such capacity, the “Collateral Agent”) and administrative agent (in such capacity, and together with its successors and assigns in such capacity, the “Administrative Agent”) for the banks and other financial institutions (collectively, the “Lenders”; individually, a “Lender”) from time to time parties to the Credit Agreement described below.
Employee Stock Option Agreement (Converted Holdings Options)Employee Stock Option Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Delaware
This Employee Stock Option Agreement, dated as of the Effective Date, between CDRF Topco, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the CDRF Topco, Inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.
ContractConsulting Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • New York
This CONSULTING AGREEMENT, dated as of January 28th, 2014, (this “Agreement”), is entered into by and among CDRF Topco, Inc., a Delaware corporation (the “Company”), CDRF Parent, Inc., a Delaware corporation (“Parent”), PharMedium Healthcare Corporation, a Delaware corporation (“Opco”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company (“CD&R Manager”).
FOURTH AMENDMENT TO LEASELease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
THIS FOURTH AMENDMENT TO LEASE (the “Amendment”) is made this 30 day of September, 2014, between COBALT INDUSTRIAL REIT II, a Texas real estate investment trust (“Landlord”), and PHARMEDIUM SERVICES, LLC, a Delaware limited liability company (“Tenant”).
SECOND AMENDMENT TO LEASELease • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
THIS AGREEMENT is made as of the 29th day of December, 2014, by and between NEWTOWER TRUST COMPANY MULTI-EMPLOYER PROPERTY TRUST, a collective investment fund operating under 12 C.F.R. Section 9.18, hereinafter referred to as “Landlord”, and PHARMEDIUM SERVICES, LLC, a Delaware limited liability company, hereinafter referred to as “Tenant”.
ContractOption Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDMENT (this “Amendment”), dated as of May 8, 2015, to the Option Agreement (as defined below) is entered into by and between CDRF Topco, Inc. (the “Company”), and Ron Williams (the “Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Illinois
(NOTE: BEFORE SIGNING, PROSPECTIVE EMPLOYEES SHOULD READ THE FOLLOWING AGREEMENT IN ITS ENTIRETY, MAKE CERTAIN THAT THEY UNDERSTAND IT AND, IF DESIRED, REVIEW IT WITH THEIR ATTORNEYS AND ADVISORS.)
FIRST AMENDMENT TO SUB-LEASE AGREEMENTSub-Lease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
HELLER, ALPER, ROBERTS, VOLK – EDISON, a New Jersey general partnership, having an office at 205 Mill Road, Edison, New Jersey 08837, hereinafter referred to
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Illinois
(NOTE: BEFORE SIGNING, PROSPECTIVE EMPLOYEES SHOULD READ THE FOLLOWING AGREEMENT IN ITS ENTIRETY, MAKE CERTAIN THAT THEY UNDERSTAND IT, AND IF DESIRED, REVIEW IT WITH THEIR ATTORNEYS AND ADVISORS.)
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Illinois
This Employment Agreement (the “Agreement”) is made as of April 23, 2013, by and between PharMEDium Services LLC, Two Conway Park, 150 North Field Drive, Suite 350, Lake Forest, Illinois 60045 (the “Company”), and William R. Spalding, Grey Rock Farm, 2451 Old Natchez Trace, Franklin, Tennessee (the “Executive”) (hereinafter collectively, “the Parties”).
Employee Stock Option Agreement (Incentive Options—W. Spalding)Employee Stock Option Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Delaware
This Employee Stock Option Agreement, dated as of the Effective Date, between CDRF Topco, Inc., a Delaware corporation, and the Employee whose name appears on the signature page hereof, is being entered into pursuant to the CDRF Topco, Inc. Stock Incentive Plan. The meaning of capitalized terms may be found in Section 7.
THIRD AMENDMENT TO SUB-LEASE AGREEMENTSub-Lease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
HELLER, ALPER, ROBERTS, VOLK – EDISON, L.L.C., a New Jersey limited liability company (successor-in-interest to HELLER, ALPER, ROBERTS, VOLK – EDISON, a New Jersey general partnership), having an office at 205 Mill Road, Edison, New Jersey 08837, hereinafter referred to as:
THIRD AMENDMENT TO LEASELease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
THIS THIRD AMENDMENT TO LEASE (the “Amendment”) is made this 5th day of June, 2013, between COBALT INDUSTRIAL REIT II, a Texas real estate investment trust (“Landlord”), and PHARMEDIUM SERVICES, LLC, a Delaware limited liability company (“Tenant”).
CONFIDENTIAL SEPARATION AGREEMENTConfidential Separation Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Illinois
This Confidential Separation Agreement (the “Agreement”), dated as of December 17, 2013, is entered into by and between David N. Jonas (“Executive”) and PharMedium Healthcare Corporation (the “Company”).
LEASE AGREEMENT betweenLease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
THIS LEASE is made as of the Lease Date set forth in the Basic Lease Information, by and between the Landlord identified in the Basic Lease Information (“Landlord”), and the Tenant identified in the Basic Lease Information (“Tenant”). Landlord and Tenant hereby agree as follows:
RE: SUB-LEASE AGREEMENTSub-Lease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
This letter is intended to represent a Sub-Lease Agreement (the “Sub-Lease”) whereby HELLER, ALPER, ROBERTS, VOLK – EDISON, (“Landlord”) authorizes and consents to PHARMEDIUM SERVICES, LLC (the “Sub-Tenant”) Sub-Leasing from JOSHEN PAPER & PACKAGING CO. (the “Sub-Landlord”) of the above referenced 13,865 square foot portion of warehouse space in the subject building (the “Sub-Leased Premises”) under the following terms and conditions:
LEASELease • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Illinois
Access Laws: The Americans With Disabilities Act of 1990 (including the Americans with Disabilities Act Accessibility Guidelines for Building and Facilities) and all other Governmental Requirements relating to the foregoing.
SECOND AMENDMENT TO LEASELease • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
JOSHEN PAPER AND PACKAGING CO., an Ohio corporation, having an office at 5800 Grant Avenue, Cuyahoga Heights, Ohio 44105, hereinafter referred to as:
FIRST AMENDMENT TO LEASELease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Texas
SECOND AMENDMENT TO SUB-LEASE AGREEMENTSub-Lease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
HELLER, ALPER, ROBERTS, VOLK – EDISON, L.L.C., a New Jersey limited liability company (successor-in-interest to HELLER, ALPER, ROBERTS, VOLK – EDISON, a New Jersey general partnership), having an office at 205 Mill Road, Edison, New Jersey 08837, hereinafter referred to as:
Stock Subscription Agreement (Jonas Investor)Stock Subscription Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • New York
This Stock Subscription Agreement, dated as of the Effective Date, between CDRF Topco, Inc., a Delaware corporation (the “Company”), and JVC Management LLC (the “Jonas Investor”). The meaning of each capitalized term not otherwise defined in the body of this Agreement may be found in Section 8.
SECOND AMENDMENT TO LEASELease • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
WHEREAS, the parties hereto entered into a certain Agreement of Lease dated June 3, 1999 as amended by First Amendment to Lease dated February 2, 2001 (“Lease”) leasing a Demised Premises which consists of a 97,194 square foot building, and additional land, located in the Township of Edison, County of Middlesex, State of New Jersey, said Demised Premises more particularly shown, identified and described in said Lease; and
AMENDMENT TO LEASELease Amendment • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
THIS AGREEMENT is made as of the 27th day of March, 2014, by and between NEWTOWER TRUST COMPANY MULTI-EMPLOYER PROPERTY TRUST, a collective investment fund operating under 12 C.F.R. Section 9.18, hereinafter referred to as “Landlord”, and PHARMEDIUM SERVICES, LLC, a Delaware limited liability company, hereinafter referred to as “Tenant”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations • Illinois
(NOTE: BEFORE SIGNING, PROSPECTIVE EMPLOYEES SHOULD READ THE FOLLOWING AGREEMENT IN ITS ENTIRETY, MAKE CERTAIN THAT THEY UNDERSTAND IT, AND IF DESIRED, REVIEW IT WITH THEIR ATTORNEYS AND ADVISORS.)
LOGO HELLER] 205 Mill Road Edison, NJ 08837 (732) 287-4880 FAX (732) 287-5033Lease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
Enclosed herewith please find two (2) executed copies of a Landlord Waiver and Subordination Agreement in favor of Bank One, N.A. for the above referenced location.
ContractLease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
This Lease, dated the 3rd day of June 1999, between HELLER, ALPER, ROBERTS, VOLK – EDISON, a New Jersey general partnership having an office at 205 Mill Road, Edison, New Jersey 08837 (hereinafter designated as “Landlord”), and JOSHEN PAPER AND PACKAGING COMPANY, an Ohio corporation having an office at 5808 Grant Avenue, Cuyahoga Heights, Ohio 44105 (hereinafter designated as “Tenant”).
LEASE AGREEMENTLease Agreement • August 31st, 2015 • PharMEDium Healthcare Holdings, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (“Lease”) is dated as of March 6, 2014 by and between F. Greek Development having an office at 33 Cotters Lane, East Brunswick, New Jersey 08816 (“Landlord”) and the Tenant named in the Lease Agreement Summary having an address as noted in the Lease Agreement Summary.
