REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 4th, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 28, 2005, (this “Agreement”), by and among NATIONSHEALTH, INC., a Delaware corporation (the “Company”), and the Holders (as defined below) of Registrable Securities (as defined below).
CONSENT AND WAIVERConsent and Waiver • March 4th, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
CONSENT AND WAIVER dated as of February 28, 2005, among NationsHealth, Inc. (the “Company”) and the stockholders of the Company named on the signature pages hereto (collectively, the “Stockholders”).
INVESTMENT UNIT PURCHASE AGREEMENTInvestment Unit Purchase Agreement • March 4th, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • New York
THIS AGREEMENT (this “Agreement”) is made as of February 28, 2005, by and among NationsHealth, Inc., a Delaware corporation (the “Company”). NationsHealth Holdings, L.L.C., a Florida limited liability company and a wholly-owned subsidiary of the Company (“NH LLC”), United States Pharmaceutical Group, L.L.C., a Delaware limited liability company and an indirect wholly-owned subsidiary of the Company (“USPG,” and together with the Company and NH LLC, the “Issuers”) and MHR Capital Partners LP, OTQ LLC and MHR Capital Partners (100) LP (each such holder, including the successors and assigns of any such holder, a “Holder” and, all such holders and their respective successors and assigns collectively, the “Holders”) and MHR Capital Partners LP, as collateral agent.
FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENTRevolving Credit and Security Agreement • March 4th, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores
This FIFTH AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (the “Fifth Amendment”) is made as of this 28th day of February, 2005 by and between CAPITALSOURCE FINANCE LLC, a Delaware limited liability company, with its chief executive office located at 4445 Willard Avenue, Chevy Chase, Maryland 20815 (“Lender”) and UNITED STATES PHARMACEUTICAL GROUP, L.L.C. d/b/a NATIONSHEALTH, a Delaware limited liability company, NATIONSHEALTH HOLDINGS, L.L.C., a Florida limited liability company and NATIONSHEALTH, INC. (f/k/a MILLSTREAM ACQUISITION CORPORATION), a Delaware corporation (jointly and severally, the “Borrower”).
STOCKHOLDERS AGREEMENTStockholders Agreement • March 4th, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Delaware
This Stockholders Agreement is made as of February 28, 2005, (this “Agreement”), by and among NationsHealth, Inc., a Delaware corporation (the “Company”), RGGPLS Holding, Inc., a Florida corporation (“RGGPLS”), GRH Holdings, L.L.C., a Florida limited liability company (“GRH”), MHR Capital Partners LP (“Capital Partners”), OTQ LLC (“OTQ”) and MHR Capital Partners (100) LP (“Capital Partners 100,” and together with Capital Partners and OTQ, the “Holders”).
SENIOR SUBORDINATION AGREEMENTSenior Subordination Agreement • March 4th, 2005 • NationsHealth, Inc. • Retail-drug stores and proprietary stores • Maryland
This SENIOR SUBORDINATION AGREEMENT, dated as of February 28, 2005 (this “Agreement”), by MHR CAPITAL PARTNERS LP, MHR CAPITAL PARTNERS (100) LP and OTQ LLC (collectively, the “Junior Lender”) and MHR CAPITAL PARTNERS LP in its capacity as Collateral Agent for the Junior Lender under the Junior Agreement referred to below (in such capacity, the “Junior Collateral Agent”), in favor of CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (the “Senior Lender”) under the Senior Credit Agreement referred to below and is joined by RGGPLS HOLDING, INC. (“RGGPLS”) for purposes of, and only for purposes of, Section 20 hereof.
