CHG Healthcare Services, Inc. [ ] Shares 1 Common Stock ($.01 par value) Underwriting AgreementUnderwriting Agreement • July 11th, 2006 • CHG Healthcare Services, Inc. • Services-misc health & allied services, nec • New York
CHG Healthcare Services, Inc., a corporation organized under the laws of the state of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, shares of common stock, $.01 par value per share (“Common Stock”) of the Company, and the persons named in Schedule II hereto (the “Selling Stockholders”) severally propose to sell to the several Underwriters shares of Common Stock (said shares to be issued and sold by the Company and shares to be sold by the Selling Stockholders collectively being hereinafter called the “Underwritten Securities”). The Company and the Selling Stockholders named in Schedule II hereto also propose to grant to the Underwriters an option to purchase up to and , respectively, additional shares of Common Stock to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinaf
COMPHEALTH GROUP, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 21st, 2006 • CHG Healthcare Services, Inc. • Services-misc health & allied services, nec • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as of May 15, 2003, is made by and between CompHealth Group, Inc., a Delaware corporation (the “Company”), and JAMES S. MARSHALL (the “Participant”). Capitalized terms used herein and not otherwise defined are defined in Section 8 below.
FIRST AMENDMENT TO COMPHEALTH GROUP, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 21st, 2006 • CHG Healthcare Services, Inc. • Services-misc health & allied services, nec • Delaware
This First Amendment made on the 15th day of May, 2003 is made by and between CompHealth Group, Inc. (formerly, CMS Capital Ventures, Inc.), a Delaware corporation (the “Company”) and SEAN DAILEY (the “Executive”) and constitutes the first amendment to the Stock Option Agreement dated as of December 31, 1998 made by and between the Company and the Executive (the “Agreement”).
CHG HEALTHCARE SERVICES, INC. DIRECTOR STOCK OPTION AGREEMENTStock Option Agreement • July 24th, 2006 • CHG Healthcare Services, Inc. • Services-misc health & allied services, nec • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”), dated as February 23, 2006, is made by and between CHG Healthcare Services, Inc. (formerly CompHealth Group, Inc.), a Delaware corporation (the “Company”), and RICHARD K. WHITNEY (the “Director”). Capitalized terms used herein and not otherwise defined are defined in Section 8 below.
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 24th, 2006 • CHG Healthcare Services, Inc. • Services-misc health & allied services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is effective as of July __, 2006 and is by and between CHG Healthcare Services, Inc., a Delaware corporation (the “Company”), and the undersigned director or officer of the Company (“Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2006 • CHG Healthcare Services, Inc. • Services-misc health & allied services, nec • Utah
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 21, 2006, by and between CHG HEALTHCARE SERVICES, INC. (formerly CMS Capital Ventures, Inc.), a Delaware corporation (“CHG”), and MICHAEL WEINHOLTZ (the “Employee”).
CREDIT AGREEMENT dated as of January 29, 2004 among COMPHEALTH GROUP, INC., as Parent Guarantor CHG COMPANIES, INC. and CHG MEDICAL STAFFING, INC., as Borrowers The Lenders Party Hereto and JPMORGAN CHASE BANK, as Administrative AgentCredit Agreement • March 27th, 2006 • CHG Healthcare Services, Inc. • New York
CREDIT AGREEMENT dated as of January 29, 2004, among COMPHEALTH GROUP, INC., as Parent Guarantor; CHG COMPANIES, INC. and CHG MEDICAL STAFFING, INC., as Borrowers; the LENDERS party hereto; and JPMORGAN CHASE BANK, as Administrative Agent.
LEASE AGREEMENT Between NORTH FEDERAL HIGHWAY, L.L.C. as Landlord and CompHealth, Inc., as Tenant Property: 6451 North Federal Highway Fort Lauderdale, Florida Dated as of November 18, 2002Lease Agreement • March 27th, 2006 • CHG Healthcare Services, Inc. • Florida
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of this 18th day of November, 2002, by and between NORTH FEDERAL HIGHWAY, L.L.C., a Delaware limited liability company (“Landlord”), having its principal office at c/o Legg Mason Real Estate Services, Inc., 1735 Market Street, 12th Floor, Philadelphia, Pennsylvania 19103, Attention: Kathleen M. Hands and CompHealth, Inc., a Delaware corporation (“Tenant”), having its current office at 4021 South, 700 East, Suite 300, Salt Lake City, UT 84107, Attention: James Marshall, Director of Finance.
ContractSupplemental Term Loan Assumption Agreement • March 27th, 2006 • CHG Healthcare Services, Inc. • New York
SUPPLEMENTAL TERM LOAN ASSUMPTION AGREEMENT dated as of November 23, 2004 (this “Agreement”), among COMPHEALTH GROUP, INC., a Delaware corporation (the “Company”), CHG MEDICAL STAFFING, INC., a Delaware corporation (the “Term Borrower”), COMERICA BANK (the “Supplemental Term Lender”) and JPMORGAN CHASE BANK, N.A. (formerly known as JPMorgan Chase Bank), as Administrative Agent.
LEASE AGREEMENT FOR WOODLANDS TOWER IILease Agreement • March 27th, 2006 • CHG Healthcare Services, Inc. • Utah
THIS LEASE AGREEMENT (the “Lease”) is made and entered into between VALLEY NORTH ASSOCIATES, a joint venture organized pursuant to the laws of the state of Arizona and qualified to do business in the state of Utah, as landlord (“Landlord”), and the person or entity described below as “Tenant.”
EMPLOYMENT AGREEMENTEmployment Agreement • July 24th, 2006 • CHG Healthcare Services, Inc. • Services-misc health & allied services, nec • Utah
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of October 28, 2000, by and between MEDIMORPHUS.COM, INC., a Delaware corporation (“MEDIMORPHUS”), and Scott Beck (the “Employee”).
SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2006 • CHG Healthcare Services, Inc. • Delaware
THIS SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is entered into as of March 25, 2003, by and among CompHealth Group, Inc., a Delaware corporation formerly known as CMS Capital Ventures, Inc. (the “Company”), HEALTHSOUTH Corporation, a Delaware corporation (“HEALTHSOUTH”), each of the investors from time to time listed on the Schedule of Investors attached here to (collectively, the “Investors” and each individually, an “Investor”), each of the warrantholders from time to time listed on the Schedule of Warrantholders (collectively, the “Warrantholders” and each individually a “Warrantholder”) and each of the other Persons listed from time to time on the Schedule of Other Stockholders attached hereto (collectively, the “Other Stockholders” and each individually, an “Other Stockholder”).
COMPHEALTH GROUP, INC. SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • March 27th, 2006 • CHG Healthcare Services, Inc. • Delaware
THIS SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”), is entered into as of March 25, 2003, by and among CompHealth Group, Inc., a Delaware corporation formerly known as CMS Capital Ventures, Inc. (the “Company”). HEALTHSOUTH Corporation, a Delaware corporation (“HEALTHSOUTH”), each of the investors from time to time listed on the Schedule of Investors attached hereto (collectively, the “Investors” and each individually, an “Investor”), each of the Executives listed from time to time on the Schedule of Executives attached hereto (collectively, the “Executives” and each individually, an “Executive”), and each of the warrantholders listed from time to time on the Schedule of Warrantholders attached hereto (collectively, the “Warrantholders” and each individually, a “Warrantholder”). The Investors, the Executives and the Warrantholders are collectively referred to herein as the “Stockholders” and each individually as a “Stockholder.” Capitalized terms used but not ot
OFFICE LEASE [Millrock Park North Office Building]Office Lease • March 27th, 2006 • CHG Healthcare Services, Inc. • Utah
except to the extent that the delay is caused by and actually results from Tenant’s actions due to any one or more of the following (a “Tenant Delay”), in which case, for each day of Tenant Delay, the Commencement Date shall be advanced forward (and occur earlier) by one day:
ContractGuarantee and Collateral Agreement • March 27th, 2006 • CHG Healthcare Services, Inc. • New York
REAFFIRMATION OF GUARANTEE AND COLLATERAL AGREEMENT dated as of October 29, 2004 (this “Reaffirmation”), among COMPHEALTH GROUP, INC., a Delaware corporation (the “Company”), the Subsidiaries of the Company identified on the signature pages hereto (collectively, the “Reaffirming Subsidiaries”, and, together with the Company, the “Reaffirming Parties”) and JPMorgan Chase Bank (“JPMCB”), as collateral agent for the lenders referred to below (in such capacity, the “Collateral Agent”).
