CREDIT AGREEMENT for $150,000,000 Term Facility Loan Facility and $75,000,000 Revolving Credit Facility Dated as of March 2, 2012 among UNIVERSAL AMERICAN CORP., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an...Credit Agreement • March 8th, 2012 • Universal American Corp. • Hospital & medical service plans • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of March 2, 2012, among UNIVERSAL AMERICAN CORP., a Delaware corporation (“UAM” or the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2012 • Universal American Corp. • Hospital & medical service plans • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of March 2, 2012 among Universal American Corp., a Delaware corporation (the “Company”), and the other parties named on the signature pages hereto (or which become a party to this Agreement after the date hereof pursuant to the terms hereof) (each, a “Holder” and, collectively, the “Holders”).
Universal American Corp. Six International Drive, Suite 190 Rye Brook, New York 10573Universal American Corp. • March 8th, 2012 • Hospital & medical service plans • New York
Reference is made to the Agreement and Plan of Merger, dated as of January 11, 2012 (the “Merger Agreement”), by and among the Universal American Corp., a Delaware corporation (the “Company”), APS Merger Sub, Inc., a Delaware corporation, Partners Healthcare Solutions, Inc., a Delaware corporation (“APS”), and Partners Healthcare Solutions Holding, L.P., a Delaware limited partnership (“APSLP”), pursuant to which the Company agreed to acquire all of the issued and outstanding capital stock of APS and, as consideration therefor, agreed to issue to APSLP, shares of Parent Common Stock (the “APS Acquisition”). Capitalized terms used but not otherwise defined in this letter (this “Letter Agreement”) shall have the meanings ascribed to such terms in the Merger Agreement.
January 10, 2012 Gregory Scott Newport Beach, CA 92660 Dear Greg:Letter Agreement • March 8th, 2012 • Universal American Corp. • Hospital & medical service plans
This letter agreement (the “Agreement”) will confirm the terms and conditions of your employment with APS Healthcare Bethesda, Inc., an Iowa corporation (“APS”) and Universal American Corp., a Delaware corporation (“UAM” and, together with APS, the “Employer”). This Agreement will become effective upon the date (the “Effective Date”) of the consummation of the transactions contemplated by the Agreement and Plan of Merger, by and among UAM, Partners Healthcare Solutions Holdings, L.P., a Delaware limited partnership (“APSLP”), Partners Healthcare Solutions, Inc., a Delaware corporation and a majority-owned subsidiary of APSLP (“Partners”), and the other parties named thereto, entered into on the date hereof (the “Merger Agreement”). This Agreement shall be of no force or effect, and none of you, the Employer or any of its affiliates shall have any obligation or liability hereunder, unless and until the transactions contemplated by the Merger Agreement are consummated.
