CONSULTING AGREEMENT AGREEMENT made this 22nd day of October, 1997, between JOSEPH R. MERINGOLA, residing at 12 Jefferson Street, Glen Cove, New York 11542 (hereinafter called the "Consultant"), and MEDICAL ACTION INDUSTRIES INC., a Delaware...Consulting Agreement • November 3rd, 1997 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
LOAN AGREEMENTLoan Agreement • July 24th, 1997 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • North Carolina
ARTICLE III REPRESENTATIONS AND WARRANTIESAsset Purchase Agreement • November 8th, 2002 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
BY AND AMONGCredit Agreement • November 8th, 2002 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10.10 SIXTH AMENDMENT TO LOAN AGREEMENT THIS SIXTH AMENDMENT ("Amendment") made this 18th day of June, 2002 between MEDICAL ACTION INDUSTRIES INC., a Delaware corporation, having its principal place of business at 800 Prime Place, Hauppauge,...Loan Agreement • June 27th, 2002 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EXHIBIT 10Supply Agreement • February 7th, 1996 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
WITNESSETH:Purchase Agreement • November 10th, 1997 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Exhibit 10 ---------- MODIFICATION AGREEMENTModification Agreement • June 5th, 2000 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
ARTICLE I SALE AND PURCHASE OF THE ASSETS) Asset Purchase Agreement • July 8th, 2002 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
MEDICAL ACTION INDUSTRIES INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS IntroductionMedical Action Industries Inc • June 3rd, 2014 • Orthopedic, prosthetic & surgical appliances & supplies
On June 2, 2014 (the “Closing Date”), Medical Action Industries Inc. (the “Company”), completed a purchase agreement (the “Agreement”) entered into with Medira, Inc., a Delaware corporation and subsidiary of Inteplast Group, Ltd., for approximately $78.6 million, subject to customary post-closing adjustments.
AGREEMENT AND PLAN OF MERGER by and among OWENS & MINOR, INC., MONGOOSE MERGER SUB INC. and MEDICAL ACTION INDUSTRIES INC. June 24, 2014Agreement and Plan of Merger • June 25th, 2014 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 24, 2014 (this “Agreement”), by and among Owens & Minor, Inc., a Virginia corporation (“Parent”), Mongoose Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Medical Action Industries Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, collectively, the “Parties”).
by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and MEDICAL ACTION INDUSTRIES INC., as Borrower Dated as of May 17, 2013Credit Agreement • May 22nd, 2013 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of May 17, 2013, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and MEDICAL ACTION INDUSTRIES INC., a Delaware corporation (“Borrower”).
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT THIS LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of July 1, 1997 (the "Agreement" or "Reimbursement Agreement"), is by and between MEDICAL ACTION INDUSTRIES INC., a Delaware corporation (the...Letter of Credit and Reimbursement Agreement • July 24th, 1997 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • North Carolina
EXHIBIT 2Purchase Agreement • February 7th, 1996 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 7, 2012 by and among MEDICAL ACTION INDUSTRIES INC. THE LENDERS PARTY HERETO JPMORGAN CHASE BANK, N.A. as Administrative Agent CITIBANK, N.A. as Syndication Agent and HSBC BANK USA, N.A.,...Credit Agreement • June 13th, 2012 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 7, 2012 by and among MEDICAL ACTION INDUSTRIES INC., a Delaware corporation (the “Company”), the LENDERS which from time to time are parties to this Agreement (individually, a “Lender” and, collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., a New York banking corporation as Administrative Agent for the Lenders (the “Administrative Agent”).
VOTING AGREEMENT BY AND BETWEEN OWENS & MINOR, INC. AND PAUL D. MERINGOLO DATED AS OF JUNE 24, 2014Voting Agreement • June 25th, 2014 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
VOTING AGREEMENT, dated as of June 24, 2014 (this “Agreement”), by and among Owens & Minor, Inc., a Virginia corporation (“Parent”), and Paul D. Meringolo (the “Stockholder”).
FORM OF STOCK OPTION AWARD AGREEMENT MEDICAL ACTION INDUSTRIES INC.Stock Option Award Agreement • June 14th, 2013 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT made as of this ___ day of ___, ____ between MEDICAL ACTION INDUSTRIES INC., a Delaware corporation (hereinafter called the “Company”), and ______________, an employee of the Company (hereinafter called “Optionee”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • January 6th, 2011 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This Change in Control Agreement (the “Agreement”) is made and entered into on this 31 day of December, 2010 by and between RICHARD SETIAN (“Employee”) and Medical Action Industries Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 29th, 2011 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 28, 2011, is entered into by and among Medical Action Industries Inc., as the Company (the “Company”), the financial institutions party hereto as Lenders (collectively, the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement referenced below.
WAIVER NO. 2 Dated as of May 31, 2012 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 27, 2010Credit Agreement • May 31st, 2012 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS WAIVER NO. 2 (this “Waiver”) is made as of May 31, 2012 (the “Effective Date”) by and among Medical Action Industries Inc., a Delaware corporation (the “Company”), the financial institutions listed on the signature pages hereof as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Amended and Restated Credit Agreement, dated as of August 27, 2010, by and among the Company, the financial institutions from time to time party thereto as Lenders (the “Lenders”) and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
MEMBERSHIP INTEREST PURCHASE AGREEMENTMembership Interest Purchase Agreement • October 18th, 2006 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (hereinafter the “Agreement“) is made, executed and entered into on this 8th day of September, 2006, by and among MEDICAL ACTION INDUSTRIES INC., a Delaware corporation (hereinafter “Parent“), MAI ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (hereinafter “Buyer“), MEDEGEN NEWCO, LLC, a Delaware limited liability company (hereinafter “Newco“), MEDEGEN MEDICAL PRODUCTS, LLC, a Delaware limited liability company (hereinafter the “Company“), and MEDEGEN HOLDINGS, LLC, a Delaware limited liability company (hereinafter “Seller“).
TRANSACTION AND PERFORMANCE BONUS AGREEMENTTransaction and Performance Bonus Agreement • June 16th, 2014 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Transaction and Performance Bonus Agreement (“Agreement”) is being entered into this 3rd day of March 2014 (the “Effective Date”) by and between Charles L. Kelly, Jr. (“Employee”) and Medical Action Industries Inc. (“MAI” or “the Company”). MAI has or is expected to announce that on or about the second quarter of 2014 MAI will close on the sale of the “Units” and “Assets” constituting the “Business,” in each case, as defined in that certain Purchase Agreement to be entered into between MAI and a subsidiary of Inteplast Group Inc. (the “Buyer”). MAI desires the services of Employee to assist with the transition of the Business to the Buyer through the date of closing. Therefore, MAI will offer certain bonus opportunities on the conditions set forth below:
FORM OF STOCK OPTION AWARD AGREEMENT MEDICAL ACTION INDUSTRIES INC.Stock Option Award Agreement • June 14th, 2013 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
AGREEMENT made as of this ___ day of ___, ____ between MEDICAL ACTION INDUSTRIES INC., a Delaware corporation (hereinafter called the "Company"), and ___________, a non-employee Director of the Company (hereinafter called "Optionee").
AGREEMENT AND PLAN OF MERGER BY AND AMONG MEDICAL ACTION INDUSTRIES INC., MA ACQUISITION INC., AVID MEDICAL, INC. AND MICHAEL SAHADY, AS STOCKHOLDER REPRESENTATIVE Dated August 27, 2010Agreement and Plan of Merger • August 30th, 2010 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 27, 2010 (the “Agreement”), is made by and among Medical Action Industries Inc., a Delaware corporation (the “Parent”), MA Acquisition Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (the “Merger Sub”), Avid Medical, Inc., a Delaware corporation (the “Company”), and Michael Sahady (the “Stockholder Representative”). Each of Parent, Merger Sub and the Company are referred to herein as a “Party” and together as the “Parties”.
FIRST AMENDMENT TO CREDIT AGREEMENT AND GUARANTY AND SECURITY AGREEMENTCredit Agreement and Guaranty and Security Agreement • June 3rd, 2014 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This First Amendment to Credit Agreement and Guaranty and Security Agreement, dated as of June 2, 2014 (this “Agreement”) is entered into by and among Medical Action Industries, a Delaware corporation (the “Borrower”), the Guarantors listed on the signature pages hereof (the “Guarantors”), Wells Fargo Bank, National Association, a national banking association, as administrative agent (in such capacity, together with its successors and assigns in such capacity, the “Agent”) and the lenders named on the signature pages hereto (the “Lenders”).
April 13, 2007 Mr. Paul D. Meringolo Chairman, President and CEO Medical Action Industries Inc.Medical Action Industries Inc • April 13th, 2007 • Orthopedic, prosthetic & surgical appliances & supplies
EXHIBIT 10.9Credit Note and Agreement • June 26th, 1998 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
PURCHASE AGREEMENT by and among MEDICAL ACTION INDUSTRIES INC. MEDIRA INC. and, solely for purposes of Sections 5.1(b) and 11.20, INTEPLAST GROUP, LTD. dated as of March 12, 2014Purchase Agreement • March 13th, 2014 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This PURCHASE AGREEMENT, dated as of March 12, 2014 (the “Agreement”), is by and between Medical Action Industries Inc., a Delaware corporation (“Seller”), and Medira Inc., a Delaware corporation (“Buyer” and, together with Seller, collectively the “Parties”). Inteplast Group, Ltd., a Texas limited partnership and an Affiliate of Buyer (“Parent”), is joining in the execution of this Agreement solely for purposes of Sections 5.1(b) and 11.20.
JOINT FILING AGREEMENTJoint Filing Agreement • March 27th, 2009 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
WHEREAS, each of the parties hereto beneficially owns shares of common stock, par value $0.001 (the "Shares"), of Medical Action Industries, Inc., a Delaware corporation ("MDCI"); and
ARTICLE ILoan Agreement • April 1st, 1999 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 30th, 2010 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
This Employment Agreement (the “Agreement”) is effective as of August 27, 2010 (the “Effective Date”), by and between Michael Sahady (“Executive”) and Avid Medical, Inc., a Delaware corporation (the “Company”).
EXHIBIT 10 MODIFICATION AGREEMENTExhibit 10 Modification Agreement • June 3rd, 2003 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies
WAIVER NO. 1 Dated as of March 30, 2012 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 27, 2010Credit Agreement • March 30th, 2012 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
THIS WAIVER NO. 1 (this “Waiver”) is made as of March 30, 2012 (the “Effective Date”) by and among Medical Action Industries Inc., a Delaware corporation (the “Company”), the financial institutions listed on the signature pages hereof as Lenders and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent’), under that certain Amended and Restated Credit Agreement, dated as of August 27, 2010, by and among the Company, the financial institutions from time to time party thereto as Lenders (the “Lenders”) and the Administrative Agent (as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.
ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the "Agreement") is entered into this 7th day of January, 1998 by and among SAGE PRODUCTS INC. ("Sage") and MEDICAL ACTION INDUSTRIES INC. ("Medical Action"). R E C I T A L S: WHEREAS, Sage is...Asset Purchase Agreement • January 20th, 1998 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • October 1st, 2008 • Medical Action Industries Inc • Orthopedic, prosthetic & surgical appliances & supplies • New York
This AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT dated as of September 30, 2008 (this “Amendment”) to the Credit Agreement dated as of October 17, 2006 and as amended by an Amendment to Credit Agreement dated June 25, 2007 (as further amended, restated, supplemented or modified, from time to time, the “Credit Agreement”), by and among MEDICAL ACTION INDUSTRIES INC., a Delaware corporation (the “Company”), the Lenders party thereto and JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent for the Lenders.
