REGISTRATION RIGHTS AGREEMENT Dated as of April 23, 2004 By and Among CURATIVE HEALTH SERVICES, INC., the GUARANTORS named herein and UBS SECURITIES LLC as Initial Purchaser 10 3/4% Senior Notes due 2011Registration Rights Agreement • April 30th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York
This Registration Rights Agreement (this “Agreement”) is dated as of April 23, 2004, by and among CURATIVE HEALTH SERVICES, INC., a Minnesota corporation (the “Company”), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the “Issuers”), on the one hand, and UBS SECURITIES LLC (the “Initial Purchaser”), on the other hand.
CURATIVE HEALTH SERVICES, INC., as Issuer, the GUARANTORS named herein, as Guarantors, and Wells Fargo Bank, N.A., as TrusteeIndenture • April 30th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York
INDENTURE dated as of April 23, 2004 among Curative Health Services, Inc., a Minnesota corporation (the “Issuer”), and each of the Guarantors named herein, as Guarantors, and Wells Fargo Bank, N.A., as Trustee (the “Trustee”).
185,000,000 Principal Amount Curative Health Services, Inc. 10¾ % Senior Notes due 2011 PURCHASE AGREEMENTPurchase Agreement • April 30th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York
In addition, no facts have come to our attention that would cause us to believe that the Health Regulatory Sections of the Offering Memorandum, as of its date or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that we do not express any opinion or belief with respect to the financial statements and schedules and other financial or accounting data included therein or excluded therefrom.
CHRISTOPHER J. YORK Sellers’ Representative Two Conway Building Lake Forest, Illinois 60045 April 23, 2004Stock Purchase Agreement • April 30th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec
In connection with the Stock Purchase Agreement (the “Purchase Agreement”) dated as of February 24, 2004, by and among Curative Health Services, Inc. (“Buyer”), Critical Care Systems, Inc. (the “Company”) and each of the persons listed on Schedule 1 to the Purchase Agreement (the “Sellers”), pursuant to which Buyer agreed to purchase all of the issued and outstanding shares (the “Shares”) of capital stock of the Company, held of record and beneficially by the Sellers for the consideration and on the terms set forth in the Purchase Agreement, this letter (the “Side Letter”) confirms that, notwithstanding anything to the contrary in the Purchase Agreement or any other document delivered pursuant thereto, the Sellers’ Representative, for himself and on behalf of the Sellers, and Buyer hereby agree that:
AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 23, 2004 AMONG CURATIVE HEALTH SERVICES, INC., AS BORROWER REPRESENTATIVE, THE BORROWERS SIGNATORY HERETO, THE LENDERS REFERRED TO HEREIN, GECC CAPITAL MARKETS GROUP, INC., AS LEAD ARRANGER AND...Credit Agreement • April 30th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York
This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 23, 2004 (the “Agreement”), among CURATIVE HEALTH SERVICES, INC., a Minnesota corporation formerly known as Curative Holding Co. (“Holdings”), EBIOCARE.COM, INC., a Delaware corporation (“Ebiocare”), HEMOPHILIA ACCESS, INC., a Tennessee corporation (“Hemophilia Access”), APEX THERAPEUTIC CARE, INC., a California corporation (“Apex”), CHS SERVICES, INC., a Delaware corporation (“CHS”), CURATIVE HEALTH SERVICES CO., a Minnesota corporation formerly known as Curative Health Services, Inc. (“CHSC”), CURATIVE HEALTH SERVICES OF NEW YORK, INC., New York corporation (“CHSNY”), OPTIMAL CARE PLUS, INC., a Delaware corporation (“Optimal Care”), INFINITY INFUSION, LLC, a Delaware limited liability company (“Infinity”), INFINITY INFUSION II, LLC, a Delaware limited liability company (“Infinity II”), INFINITY INFUSION CARE, LTD., a Texas limited partnership (“Infinity Infusion”), MEDCARE, INC., a Delaware corporation (“Medcare”), CURATIV
STOCK PURCHASE AGREEMENT relating to CRITICAL CARE SYSTEMS, INC. by and among CURATIVE HEALTH SERVICES, INC., CRITICAL CARE SYSTEMS, INC. and each of the PERSONS LISTED ON SCHEDULE 1 to this Agreement Dated February 24, 2004Stock Purchase Agreement • April 30th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York
This Stock Purchase Agreement (“Agreement”“) is made as of February 24, 2004, by and among Curative Health Services, Inc., a Minnesota corporation (“Buyer”), Critical Care Systems, Inc., a Delaware corporation (the “Company”), and each of the persons listed on Schedule 1 to this Agreement (collectively, the “Sellers”).
ESCROW AGREEMENTEscrow Agreement • April 30th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York
This ESCROW AGREEMENT (this “Escrow Agreement”) is made as of April 23, 2004, among Curative Health Services, Inc., a Minnesota corporation (“Buyer”), Christopher J. York, an individual resident of , in his capacity as representative of Sellers (“Sellers’ Representative”), and The Bank of New York, a New York banking corporation, as escrow agent (“Escrow Agent”).
