CREDIT AGREEMENT dated as of March 25, 2010, among BIOSCRIP, INC., as Borrower, and THE GUARANTORS PARTY HERETO, as Guarantors, THE LENDERS PARTY HERETO, HEALTHCARE FINANCE GROUP, LLC, as Collateral Manager and Issuing Bank, HFG HEALTHCO-4, LLC, as...Credit Agreement • March 31st, 2010 • BioScrip, Inc. • Retail-drug stores and proprietary stores • New York
This CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of March 25, 2010, among BioScrip Inc., a Delaware corporation (the “Borrower”), 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”), as collateral agent for the Secured Parties (in such capacity, the “Collateral Agent”), ING Capital LLC, as syndication agent (in such capacity, the “Syndication Agent”), Compass Bank, as a co-documentation agent (in such capacity, a “Co-Documentation Agent”), General Electric Capital Corporation, a co-documentation agent (in such capacity, a “Co-Documentation Agent”), Healthcare Finance Group, LLC, as collateral manager (
ContractIntercreditor Agreement • March 31st, 2010 • BioScrip, Inc. • Retail-drug stores and proprietary stores • New York
This INTERCREDITOR AGREEMENT, dated as of March 25, 2010 (this “Agreement”), is between Jefferies Finance LLC, as agent for the First Priority Secured Parties (as defined below) (in such capacity, the “First Priority Agent”), and AmerisourceBergen Drug Corporation, a Delaware corporation (“ABDC”).
BIOSCRIP, INC. WARRANT AGREEMENT Dated As Of March 25, 2010 Warrants to Purchase 3,400,945 shares of Common StockWarrant Agreement • March 31st, 2010 • BioScrip, Inc. • Retail-drug stores and proprietary stores • Delaware
WARRANT AGREEMENT, dated as of March 25, 2010, among BioScrip, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), and 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, KOCO Investors V, L.P., a Delaware limited partnership, Robert Cucuel, Mary Jane Graves, Nitin Patel, Joey Ryan, Colleen Lederer, Blackstone Mezzanine Partners II L.P., a Delaware limited partnership, Blackstone Mezzanine Holdings II L.P., a Delaware limited partnership, and S.A.C. Domestic Capital Funding, Ltd., a Cayman Islands limited company (collectively and together with each of their respective successors and assigns, the “Purchasers”). Capitalized terms shall have the meaning specified in Section 5.1 hereof.
BIOSCRIP, INC. 101/4% of Senior Notes due 2015 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 31st, 2010 • BioScrip, Inc. • Retail-drug stores and proprietary stores • New York
BioScrip, Inc., a Delaware corporation (the “Company”) is issuing and selling to Jefferies & Company, Inc. (the “Initial Purchaser”), upon the terms set forth in the Purchase Agreement dated March 17, 2010, by and among the Company, the Initial Purchaser and the subsidiary guarantors named therein (the “Purchase Agreement”), $225,000,000 aggregate principal amount of 101/4% Senior Notes due 2015 issued by the Company (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchaser to enter into the Purchase Agreement, the Company and the subsidiary guarantors listed in the signature pages hereto agree with the Initial Purchaser, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchaser), as follows:
SECURITY AGREEMENT By BIOSCRIP, INC., as Borrower and THE GUARANTORS PARTY HERETO and JEFFERIES FINANCE LLC, as Collateral Agent Dated as of March 25, 2010Security Agreement • March 31st, 2010 • BioScrip, Inc. • Retail-drug stores and proprietary stores • New York
This SECURITY AGREEMENT, dated as of March 25, 2010 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by BioScrip, Inc., a Delaware corporation (“Borrower”) and the other guarantors from time to time party hereto by execution of this Agreement or otherwise by execution of a Joinder Agreement (the “Guarantors”), as pledgors, assignors and debtors (Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of Jefferies Finance LLC, in its capacity as collateral agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).
ContractPrime Vendor Agreement • March 31st, 2010 • BioScrip, Inc. • Retail-drug stores and proprietary stores • New York
FIRST AMENDMENT, dated as of March 25, 2010 (as it may be amended, modified or supplemented from time to time, this “First Amendment”) to the PRIME VENDOR AGREEMENT made as of July 1, 2009 (the “Existing Prime Vendor Agreement”) between AmerisourceBergen Drug Corporation (“ABDC”) and Bioscrip, Inc., BioScrip Infusion Services, Inc., Chonimed LLC, Los Feliz Drugs Inc., Bioscrip Pharmacy Inc. and Bradhurst Specialty Pharmacy, Inc., Bioscrip Pharmacy (NY), Inc., Bioscrip PMB Services, LLC, Natural Living Inc., Bioscrip Infusion Services, LLC, Bioscrip Nursing Services, LLC, Bioscrip Infusion Management, LLC, and Bioscrip Pharmacy Services, Inc. (severally and collectively sometimes hereinafter referred to and obligated as “Customer”). Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Existing Prime Vendor Agreement.
