Curative Health Services Inc Sample Contracts

RECITALS
Curative Health Services Inc • November 14th, 2005 • Services-specialty outpatient facilities, nec
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RECITALS
Lease • November 14th, 2005 • Curative Health Services Inc • Services-specialty outpatient facilities, nec
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 2011
Registration 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.

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 9th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York
CURATIVE HEALTH SERVICES, INC., as Issuer, the GUARANTORS named herein, as Guarantors, and Wells Fargo Bank, N.A., as Trustee
Indenture • 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”).

RECITALS
Restricted Stock Award Agreement • March 16th, 2005 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York
RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • March 7th, 2006 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • Delaware

This Limited Liability Company Agreement (this “Agreement”) is made and entered into as of this [ ] day of [ ], [ ] by Critical Care Systems International, Inc. (the “Member”).

RECITALS
Restricted Stock Award Agreement • March 16th, 2005 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 1st, 2005 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made and entered into as of December 31, 2004, 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 OF NEW YORK, INC., a 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”), CURATIVE PHARMACY SERVICES, INC., a Delaware corporation (“CPS”), CURATIVE

RESTATED LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • March 7th, 2006 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • Delaware

This Restated Limited Liability Company Agreement (this “Agreement”) is made and entered into as of this [ ] day of [ ], [ ] by Critical Care Systems International, Inc. (the “Member”).

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185,000,000 Principal Amount Curative Health Services, Inc. 10¾ % Senior Notes due 2011 PURCHASE AGREEMENT
Purchase 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.

NONCOMPETITION AGREEMENT
Noncompetition Agreement • May 4th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York

THIS NONCOMPETITION AGREEMENT (this “Agreement”) dated as of April 23_, 2004, between Paul McConnell, a resident of the Commonwealth of Massachusetts (“Seller”), and Curative Health Services, Inc., a Minnesota corporation (“Buyer”).

REGISTRATION RIGHTS AGREEMENT by and among CRITICAL CARE SYSTEMS INTERNATIONAL, INC. and THE HOLDERS NAMED HEREIN
Registration Rights Agreement • March 7th, 2006 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York

REGISTRATION RIGHTS AGREEMENT dated as of [ ], 2006, (this “Agreement”) by and among CRITICAL CARE SYSTEMS INTERNATIONAL, INC., a Delaware corporation (the “Company”), and the Holders (as hereinafter defined) of Registrable Common Stock (as hereinafter defined) who are signatories to this Agreement.

TRANSITION AGREEMENT
Transition Agreement • November 16th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York

THIS TRANSITION AGREEMENT (the “Agreement”) is made effective as of October 2, 2004 (the “Effective Date”), between CURATIVE HEALTH SERVICES, INC., a Minnesota corporation (the “Company”), and JOSEPH L. FESHBACH (“Executive”), an individual resident of the State of California.

WAIVER AGREEMENT
Waiver Agreement • April 10th, 2006 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York

THIS WAIVER AGREEMENT (this “Agreement”), dated as of April 3, 2006, is entered into 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 OF NEW YORK, INC., a 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”), CURATIVE PHARMACY SERVICES, INC., a Delaware corporation (“CPS”), CURATIVE HEALTH SERVICES CO., a Minnesota corporation for

SETTLEMENT AND SEPARATION AGREEMENT
Settlement and Separation Agreement • March 7th, 2006 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York

This Agreement (“Agreement”) is entered into as of this day of 2006, between Thomas Axmacher (the “Executive”) and Curative Health Services, Inc., a Minnesota corporation (“Curative”), on its own behalf and on behalf of its parents, subsidiaries and affiliates, and their respective predecessors, successors and assigns (collectively, with Curative, referred to herein as the “Company”).

ELECTION AND SUBSCRIPTION AGREEMENT
Election and Subscription Agreement • February 6th, 2006 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York

This Election and Subscription Agreement (this “Agreement”), dated as of February 3, 2006, is entered into by and among Curative Health Services, Inc., (“Curative”) and [ ] (the “Purchaser,” and together with Curative, the “Parties”).

DEBTOR IN POSSESSION CREDIT AGREEMENT DATED AS OF MARCH 30, 2006 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...
Security Agreement • April 10th, 2006 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York

This DEBTOR IN POSSESSION CREDIT AGREEMENT, dated as of March 30, 2006 (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

CONFIDENTIAL
Employment Agreement • August 9th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec
CHRISTOPHER J. YORK Sellers’ Representative Two Conway Building Lake Forest, Illinois 60045 April 23, 2004
Stock 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:

SECOND AMENDMENT TO PLAN SUPPORT AGREEMENT REGARDING CURATIVE HEALTH SERVICES, INC. AND ITS SUBSIDIARIES
Plan Support Agreement • February 6th, 2006 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York

THIS SECOND AMENDMENT TO PLAN SUPPORT AGREEMENT (this “Amendment”), is entered into as of February 3, 2006, by and among (a) Curative Health Services, Inc., and its subsidiaries(1) (collectively, the “Company” or “Curative”); and (b) the holders (or investment managers or advisers for the beneficial owners) identified on Schedule 1 (the “Supporting Noteholders”) of the Curative Health Services, Inc. $185 million 103/4% Senior Notes Due 2011 (the “Senior Notes”) who are Parties (or their successors) to that Plan Support Agreement, dated as of December 2, 2005 (as amended, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement.

RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • May 4th, 2004 • Curative Health Services Inc • Services-specialty outpatient facilities, nec • New York

THIS AGREEMENT, dated as of April 23, 2004, is between CURATIVE HEALTH SERVICES, INC., a Minnesota corporation (together with any of its subsidiaries, the “Company”), and Paul McConnell, an individual resident of the Commonwealth of Massachusetts (“Employee”).

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