SXC HEALTH SOLUTIONS CORP. 5,200,000 Common Shares Underwriting AgreementSXC Health Solutions Corp. • May 11th, 2012 • Insurance agents, brokers & service • New York
SXC Health Solutions Corp., a corporation continued under the Business Corporations Act (Yukon) (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC and Barclays Capital Inc. are acting as representatives (the “Representatives”), an aggregate of 5,200,000 common shares, no par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 780,000 common shares of the Company (the “Option Shares”).
CREDIT AGREEMENT dated as of December 16, 2011 amongCredit Agreement • December 20th, 2011 • SXC Health Solutions Corp. • Insurance agents, brokers & service • New York
CREDIT AGREEMENT dated as of December 16, 2011, among SXC HEALTH SOLUTIONS CORP., the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SXC HEALTH SOLUTIONS CORP. 4,500,000 Common Shares Underwriting AgreementSXC Health Solutions Corp. • September 18th, 2009 • Services-prepackaged software • New York
SXC Health Solutions Corp., a corporation continued under the Business Corporations Act (Yukon) (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities Inc. is acting as representative (the “Representative”), an aggregate of 4,500,000 common shares, no par value per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 675,000 common shares of the Company (the “Option Shares”). The Company understands that a portion of the Shares (as defined below) may be offered and sold in the Provinces (as defined below) by (i) J.P. Morgan Securities Canada Inc. (“JPM Canada”), the Canadian broker-dealer affiliate of the Representative, (ii) Paradigm Capital Inc. (“Paradigm Canada” and, together with JPM Canada, the “Sub-Underwriters”), the Canadian broker-dealer affiliate of Paradigm Capital U.S. Inc. and (iii) Versant Partners Inc. (the “Canadian
CREDIT AGREEMENT Dated as of April 25, 2008 among SXC HEALTH SOLUTIONS, INC., AS BORROWER SXC HEALTH SOLUTIONS CORP., AS ONE OF THE GUARANTORS COMET MERGER CORPORATION, AS ONE OF THE GUARANTORS HEALTH BUSINESS SYSTEMS, INC., AS ONE OF THE GUARANTORS...Credit Agreement • April 25th, 2008 • SXC Health Solutions Corp. • Services-prepackaged software • New York
THIS CREDIT AGREEMENT, DATED AS OF APRIL 25, 2008, IS ENTERED INTO AMONG SXC HEALTH SOLUTIONS, INC., A TEXAS CORPORATION (THE “BORROWER”), SXC HEALTH SOLUTIONS CORP., A CORPORATION ORGANIZED UNDER THE LAWS OF YUKON TERRITORY, CANADA (“PARENT”), COMET MERGER CORPORATION, A DELAWARE CORPORATION (“MERGER SUB”), HEALTH BUSINESS SYSTEMS, INC., A PENNSYLVANIA CORPORATION, THE OTHER ENTITIES FROM TIME TO TIME PARTY HERETO AS GUARANTORS, THE LENDERS (AS DEFINED BELOW), THE L/C ISSUERS (AS DEFINED BELOW) AND GENERAL ELECTRIC CAPITAL CORPORATION (“GE CAPITAL”), AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT FOR THE LENDERS AND THE L/C ISSUERS (IN SUCH CAPACITY, AND TOGETHER WITH ITS SUCCESSORS AND PERMITTED ASSIGNS, THE “ADMINISTRATIVE AGENT”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2010 • SXC Health Solutions Corp. • Insurance agents, brokers & service
This Employment Agreement (“Agreement”), effective as of June 22, 2010, is entered into by and between Joel Saban (“Employee”) and SXC Health Solutions, Inc., (collectively, the “Company”).
CREDIT AGREEMENT dated as of July 2, 2012 among SXC HEALTH SOLUTIONS CORP., as Borrower, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent BANK OF AMERICA, N.A., BARCLAYS BANK PLC and SUNTRUST BANK, as Co-Syndication...Credit Agreement • July 6th, 2012 • SXC Health Solutions Corp. • Insurance agents, brokers & service • Delaware
CREDIT AGREEMENT dated as of July 2, 2012, among SXC HEALTH SOLUTIONS CORP., the LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
STOCKHOLDER AGREEMENT BY AND AMONG SXC HEALTH SOLUTIONS CORP., NEW MOUNTAIN AFFILIATED INVESTORS, L.P., AND NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC. DATED AS OF FEBRUARY 25, 2008Stockholder Agreement • February 27th, 2008 • SXC Health Solutions Corp. • Services-prepackaged software • Delaware
STOCKHOLDER AGREEMENT, dated as of February 25, 2008 (this “Agreement”), by and among SXC Health Solutions Corp., a corporation organized under the laws of Yukon Territory, Canada (“Parent”), New Mountain Affiliated Investors, L.P., a Delaware limited partnership (the “Stockholder”), and National Medical Health Card Systems, Inc., a Delaware corporation (the “Company”).
SXC HEALTH SOLUTIONS CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 5th, 2010 • SXC Health Solutions Corp. • Services-prepackaged software • Delaware
SXC Health Solutions Corp., a corporation existing under the laws of the Yukon Territory of Canada (the “Company”), hereby grants (the “Employee”) as of , (the “Grant Date”), pursuant to Section 7.2 of the SXC Health Solutions Corp. Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) of restricted stock units, upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
EMPLOYMENT AGREEMENTEmployment Agreement • August 11th, 2008 • SXC Health Solutions Corp. • Services-prepackaged software • Illinois
This Employment Agreement (“Agreement”) is effective as of the 30th day of June, 2008, by and between Mark Thierer (“Executive”) and SXC Health Solutions Corporation and its subsidiary, SXC Health Solutions, Inc. (collectively, the “Company”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • July 6th, 2012 • SXC Health Solutions Corp. • Insurance agents, brokers & service • New York
This SUBSIDIARY GUARANTY dated as of July 2, 2012 (this “Guaranty”) is made by each of the Persons that is a signatory hereto (individually a “Guarantor” and collectively, the “Guarantors”) in favor of JPMorgan Chase Bank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below, for the benefit of the Administrative Agent, the Collateral Agent, the Lenders and their Affiliates to the extent provided below.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 27th, 2008 • SXC Health Solutions Corp. • Services-prepackaged software • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 25, 2008 by and between SXC Health Solutions Corp., a corporation organized under the laws of Yukon Territory, Canada (“Parent”), New Mountain Partners, L.P., a Delaware limited partnership (“New Mountain Partners”), and New Mountain Affiliated Investors, L.P., a Delaware limited partnership (together with New Mountain Partners, the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2008 • SXC Health Solutions Corp. • Services-prepackaged software
This Employment Agreement (“Agreement”) is effective as of the 24th day of August, 2006, by and between Mark Thierer (“Executive”) and Systems Xcellence Inc. and its subsidiary, SXC Health Solutions, Inc. (collectively, the “Company”).
Catamaran Corporation PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 2nd, 2014 • Catamaran Corp • Insurance agents, brokers & service • Delaware
Catamaran Corporation, a corporation existing under the laws of the Yukon Territory of Canada (the “Company”), hereby grants ###PARTICIPANT_NAME### (the “Employee”) as of ###GRANT_DATE### (the “Grant Date”), pursuant to Section 10 of the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (the “Plan”), a performance-based restricted stock unit award (the “Award”), upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 29th, 2012 • SXC Health Solutions Corp. • Insurance agents, brokers & service • Delaware
AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2012 (this “Amendment”), by and among SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory, Canada (“Parent”), SXC Health Solutions, Inc., a Texas corporation and a direct wholly-owned subsidiary of Parent (“US Corp.”), Catamaran I Corp., a Delaware corporation and a direct wholly-owned subsidiary of US Corp. (“Merger Sub”), Catamaran II LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of US Corp. (“Merger LLC”), and Catalyst Health Solutions, Inc., a Delaware corporation (the “Company”).
EXHIBIT A FIRST AMENDMENT TO THE MARK THIERER EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2009 • SXC Health Solutions Corp. • Services-prepackaged software
WHEREAS, Mark Thierer (the “Executive”) and SXC Health Solutions Corporation and its subsidiary, SXC Health Solution, Inc. (collectively, the “Company”) executed an employment agreement (“Agreement”) effective as of June 30, 2008;
EMPLOYMENT AGREEMENTEmployment Agreement • March 17th, 2008 • SXC Health Solutions Corp. • Services-prepackaged software
This Employment Agreement (“Agreement”) is effective as of the day of October, 2007, by and between B. Greg Buscetto (“Executive”) and SXC Health Solutions, Inc. (collectively, the “Company”).
UNITEDHEALTH GROUP INCORPORATED and 1031387 B.C. UNLIMITED LIABILITY COMPANY and CATAMARAN CORPORATION ARRANGEMENT AGREEMENT March 29, 2015Arrangement Agreement • March 30th, 2015 • Catamaran Corp • Insurance agents, brokers & service • Delaware
1031387 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company incorporated under the laws of the Province of British Columbia, Canada
SXC Health Solutions Corp. STOCK OPTION AGREEMENTStock Option Agreement • March 17th, 2008 • SXC Health Solutions Corp. • Services-prepackaged software
SECOND AMENDMENT TO THE MARK THIERER EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2010 • SXC Health Solutions Corp. • Insurance agents, brokers & service
WHEREAS, Mark Thierer (the “Executive”) and SXC Health Solutions Corporation and its subsidiary, SXC Health Solution, Inc. (collectively, the “Company”) executed an employment agreement (“Agreement”) effective as of June 30, 2008;
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • December 17th, 2010 • SXC Health Solutions Corp. • Insurance agents, brokers & service • Illinois
This Confidential Separation Agreement and General Release (“Agreement”) is entered into by and between Mike Bennof (“Bennof”), an individual, and SXC Health Solutions, Inc., a Texas corporation with its principal place of business in Illinois (the “Company”):
Catamaran Corporation STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT dated as of ###GRANT_DATE### BETWEEN: Catamaran Corporation, a corporation incorporated under the laws of the Yukon Territory, Canada, (hereinafter called the “Corporation”) - and -Stock Option Agreement • May 2nd, 2014 • Catamaran Corp • Insurance agents, brokers & service • Delaware
SECOND AMENDMENT TO THE JEFFREY G. PARK EMPLOYMENT AGREEMENTEmployment Agreement • November 4th, 2010 • SXC Health Solutions Corp. • Insurance agents, brokers & service
WHEREAS, Jeffrey G. Park (the “Executive”) and SXC Health Solutions Corporation and its subsidiary, SXC Health Solution, Inc. (collectively, the “Company”) executed an employment agreement (“Agreement”) effective as of June 30, 2008;
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • August 11th, 2008 • SXC Health Solutions Corp. • Services-prepackaged software • Illinois
This Confidential Separation Agreement and General Release (“Agreement”) is entered into by and between Gordon S. Glenn, an individual (“Executive”), and SXC Health Solutions Corporation and its subsidiary, SXC Health Solutions, Inc. (collectively, the “Company”) effective June 30, 2008 (“Agreement Effective Date”):
SXC HEALTH SOLUTIONS CORP. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 7th, 2009 • SXC Health Solutions Corp. • Services-prepackaged software • Delaware
SXC Health Solutions Corp., a corporation existing under the laws of the Yukon Territory of Canada (the “Company”), hereby grants (the “Director”) as of , (the “Grant Date”), pursuant to Section 7.2 of the SXC Health Solutions Corp. Long-Term Incentive Plan (the “Plan”), a restricted stock unit award (the “Award”) of restricted stock units, upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
MERRILL LYNCH PROTOTYPE DEFINED CONTRIBUTION PLAN AND TRUST NON-STANDARDIZED 401(k) PROFIT SHARING PLAN ADOPTION AGREEMENT Letter Serial Number: M380275a National Office Letter Date: 3/31/2008SXC Health Solutions Corp. • December 24th, 2009 • Services-prepackaged software
The Primary Employer named below hereby establishes or restates a profit sharing plan that includes an þ Elective Deferral, þ Profit Sharing, and/or o Employee After-Tax plan feature (the “Plan”) by adopting the Merrill Lynch Prototype Defined Contribution Plan and Trust Base Plan Document #03, as implemented by this Adoption Agreement #004.
SXC HEALTH SOLUTIONS CORP. PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • July 6th, 2012 • SXC Health Solutions Corp. • Insurance agents, brokers & service • Delaware
SXC Health Solutions Corp., a corporation existing under the laws of the Yukon Territory of Canada (the “Company”), hereby grants NAME (the “Employee”) as of GRANT DATE (the “Grant Date”), pursuant to Section 9 of the Catalyst Health Solutions, Inc. 2006 Stock Incentive Plan, as amended (the “Plan”), a performance-based restricted stock unit award (the “Award”), upon and subject to the restrictions, terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Plan.
MEMORANDUM AND AMENDMENTMemorandum And • March 17th, 2008 • SXC Health Solutions Corp. • Services-prepackaged software
THIS MEMORANDUM AND AMENDMENT (“Memorandum”) dated January 23rd , 2008, is executed by and between GRIFFIN CAPITAL CORPORATION, a California corporation, as agent for the fee owners of Westwood of Lisle I & II (“Landlord”), and SXC HEALTH SOLUTIONS, INC., a Texas corporation (“Tenant”).
CATAMARAN CORPORATION as Issuer, the Guarantors party hereto AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee First Supplemental Indenture Dated as of March 12, 2014 Supplemental to Indenture Dated as of March 6, 2014 4.75% Senior Notes due 2021Supplemental Indenture • March 12th, 2014 • Catamaran Corp • Insurance agents, brokers & service • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of March 12, 2014 (this “Supplemental Indenture”), among Catamaran Corporation, a corporation duly organized and existing under the laws of the Yukon Territory, Canada (the “Company”), the Guarantors party hereto and Wilmington Trust, National Association, as trustee (the “Trustee”) under the indenture dated as of March 6, 2014, between the Company and the Trustee (as amended or supplemented from time to time in accordance with the terms thereof, the “Original Indenture”).
COMMENCEMENT DATE MEMORANDUMSXC Health Solutions Corp. • March 17th, 2008 • Services-prepackaged software
THIS MEMORANDUM is made and entered into as of January 25, 2007 by and between PC 101, INC., a Delaware corporation, as Landlord, and SXC HEALTH SOLUTIONS, INC., a Texas corporation, as Tenant.
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVERCredit Agreement and Waiver • May 2nd, 2014 • Catamaran Corp • Insurance agents, brokers & service • New York
This Amendment No. 3 to Credit Agreement and Waiver (this “Amendment”) is entered into as of March 7, 2014 by and among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), a corporation organized under the laws of the Yukon Territory, Canada (the “Borrower”), JPMorgan Chase Bank, N. A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.
AMENDMENTSXC Health Solutions Corp. • March 17th, 2008 • Services-prepackaged software
This Amendment dated this 24th day of April, 2000 to be made part of a certain Lease between Commonwealth Management Corporation, Agent and now superceded by Equivest Management Corporation, Agent, (hereinafter called Landlord) and Health Business Systems (hereinafter called Tenant) executed July 1, 1991, for space in the Building located at 730 Lo is Drive, Warminster, PA.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • November 2nd, 2012 • Catamaran Corp • Insurance agents, brokers & service • New York
This Amendment No. 1 to Credit Agreement (this “Amendment”) is entered into as of October 24, 2012 by and among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), a corporation organized under the laws of the Yukon Territory, Canada (the “Borrower”), JPMorgan Chase Bank, N. A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.
EMPLOYMENT AGREEMENTEmployment Agreement • March 24th, 2014 • Catamaran Corp • Insurance agents, brokers & service • Illinois
This Employment Agreement (“Agreement”) is effective as of the 20th day of March, 2014, by and between Mark Thierer (“Executive”) and Catamaran Corporation (formerly SXC Health Solutions Corporation) and its subsidiary, Catamaran LLC (formerly SXC Health Solutions, Inc.) (collectively, the “Company”).
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONForma Condensed Combined Financial Information • March 14th, 2012 • SXC Health Solutions Corp. • Insurance agents, brokers & service
On November 16, 2011, SXC Health Solutions Corp. (the "Company") entered into a definitive purchase agreement (the "Purchase Agreement") to acquire HealthTran LLC (“HealthTran”), a middle-market Pharmacy Benefit Management ("PBM") service company based in Denver, Colorado, for a purchase price of $250 million in cash, subject to certain customary post-closing adjustments (the acquisition by the Company of HealthTran, the "Acquisition"). The Company completed the Acquisition (the "Closing") on January 3, 2012, effective as of 12:01 a.m. Central Standard Time on January 1, 2012. The Company utilized cash on hand as well as $100 million of cash drawn from a revolving credit line to fund the acquisition.
PLEDGE AGREEMENTPledge Agreement • July 6th, 2012 • SXC Health Solutions Corp. • Insurance agents, brokers & service • New York
PLEDGE AGREEMENT (this “Agreement”), dated as of July 2, 2012, is among SXC Health Solutions Corp., a corporation organized under the laws of the Yukon Territory (the “Borrower”), SXC Health Solutions, Inc., a Texas corporation (“SXC Health”), informedRx, Inc., a Delaware corporation (“informedRx”), Catalyst Health Solutions, Inc., a Delaware corporation (“CHS”), Catalyst Rx, a Nevada corporation (“Catalyst Rx”), Catalyst Rx Health Initiatives, Inc., an Illinois corporation (“Catalyst Rx Health”) and Coalition for Advanced Pharmacy Services, LLC, a Delaware limited liability company (“CAPS”) (the Borrower, SXC Health, informedRx, CHS, Catalyst Rx, Catalyst Rx Health, CAPS and each Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit C hereto, are sometimes collectively referred to herein as “Pledgors” and each individually as a “Pledgor”), and JPMorgan Chase Bank, N.A., as Collateral Agent for the benefit of the Secured Creditors (the “Collatera
