AMENDMENT NO. 1Pediatric Services of America Inc • May 15th, 1998 • Services-home health care services • North Carolina
EXHIBIT 10.5 FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT DATED AS OF DECEMBER 4, 1996Loan and Security Agreement • December 13th, 1996 • Pediatric Services of America Inc • Services-home health care services • New York
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 16th, 1999 • Pediatric Services of America Inc • Services-home health care services • New York
EXHIBIT-10.9(k) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated and commencing on May 1, 1999 (the "Commencement Date") by and between Pediatric Services of America, Inc., a Delaware Corporation (the "Company"), and James M. McNeill (the...Employment Agreement • January 13th, 2000 • Pediatric Services of America Inc • Services-home health care services • Georgia
ANDCredit Agreement • December 23rd, 1997 • Pediatric Services of America Inc • Services-home health care services • North Carolina
EXHIBIT 10.19 AMENDMENT NO. 4Pediatric Services of America Inc • January 12th, 1999 • Services-home health care services • North Carolina
EXHIBIT 10.21 AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of November 1, 1999Loan and Security Agreement • November 16th, 1999 • Pediatric Services of America Inc • Services-home health care services • New York
EXHIBIT-10.9(l) EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated August 30, 1999 (the "Commencement Date") by and between Pediatric Services of America, Inc., a Delaware Corporation (the "Company"), and David Nabors (the "Executive"). W I T N E S S E...Employment Agreement • January 13th, 2000 • Pediatric Services of America Inc • Services-home health care services • Georgia
Exhibit 2.4 FIRST AMENDMENT TO THE RIGHTS AGREEMENT DATED AS OF SEPTEMBER 22, 1998 BETWEEN PEDIATRIC SERVICES OF AMERICA, INC. AND MELLON INVESTOR SERVICES LLC (FORMERLY CHASEMELLON SHAREHOLDER SERVICES, LLC), RIGHTS AGENT THIS FIRST AMENDMENT (the...Rights Agreement • February 2nd, 2001 • Pediatric Services of America Inc • Services-home health care services • Delaware
AMENDMENT NO. 5Pediatric Services of America Inc • May 21st, 1999 • Services-home health care services • North Carolina
EXHIBIT 10.9(o) Employment Agreement John Harrington EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated September 27, 2000 and commencing on July 12, 2000 (the "Commencement Date") by and between Pediatric Services of America, Inc., a Delaware...Employment Agreement • December 15th, 2000 • Pediatric Services of America Inc • Services-home health care services • Georgia
Exhibit 10.22 STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT (this "Agreement") is entered into this 21st day of December, 2000, by and among Pediatric Services of America, Inc., a Delaware corporation (the "Company"), The D3 Family Fund, L.P., a...Standstill Agreement • February 2nd, 2001 • Pediatric Services of America Inc • Services-home health care services • Delaware
ANDRights Agreement • October 13th, 1998 • Pediatric Services of America Inc • Services-home health care services • Delaware
SECURITY AGREEMENTSecurity Agreement • August 14th, 1998 • Pediatric Services of America Inc • Services-home health care services • North Carolina
AMENDMENT NO. 2Pediatric Services of America Inc • August 14th, 1998 • Services-home health care services • North Carolina
Exhibit 4.4 PEDIATRIC SERVICES OF AMERICA, INC. 10% Senior Subordinated Notes due 2008 REGISTRATION RIGHTS AGREEMENT -----------------------------Registration Rights Agreement • May 6th, 1998 • Pediatric Services of America Inc • Services-home health care services • New York
AMENDMENT NO.3 THIS AMENDMENT NO. 3 (the "Amendment") dated as of December __, 1998, to --------- the Credit Agreement referenced below, is by and among PEDIATRIC SERVICES OF AMERICA, INC., a Georgia corporation, PEDIATRIC SERVICES OF AMERICA, INC., a...Pediatric Services of America Inc • January 12th, 1999 • Services-home health care services • North Carolina
AMONGAsset Purchase Agreement • September 3rd, 1999 • Pediatric Services of America Inc • Services-home health care services • New York
CREDIT AGREEMENT Dated as of January 27, 2004 among PEDIATRIC SERVICES OF AMERICA, INC., a Delaware corporation and PEDIATRIC SERVICES OF AMERICA, INC., a Georgia corporation as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties,...Credit Agreement • February 5th, 2004 • Pediatric Services of America Inc • Services-home health care services • Georgia
This CREDIT AGREEMENT (this “Agreement”), dated as of January 27, 2004 among PEDIATRIC SERVICES OF AMERICA, INC., a Delaware corporation (“Holdings”), PEDIATRIC SERVICES OF AMERICA, INC., a Georgia corporation (“PSA Georgia”; Holdings and PSA Georgia are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto from time to time.
Exhibit 99.3 Exchange Agent Agreement SunTrust Bank, Atlanta 58 Edgewood Avenue Suite 400 Atlanta, Georgia 30303 Ladies and Gentlemen: Pediatric Services of America, Inc., a Delaware corporation (the "Company"), proposes to make an offer (the...Exchange Agent Agreement • May 6th, 1998 • Pediatric Services of America Inc • Services-home health care services • Georgia
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 6th, 2002 • Pediatric Services of America Inc • Services-home health care services • Georgia
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated November 7, 2002 by and between Pediatric Services of America, Inc., a Delaware Corporation (the “Company”), and James M. McNeill (the “Executive”) amends and restates the Employment Agreement dated May 1, 1999 between the Company and the Executive and is effective commencing on May 1, 1999 (the “Commencement Date”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • August 28th, 2006 • Pediatric Services of America Inc • Services-home health care services • Florida
This Asset Purchase Agreement (the “Agreement”), is made as of this 25th day of August, 2006, by and among LINCARE INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal place of business at 19387 U.S. 19 North, Clearwater, Florida 33764 (hereinafter referred to as “Lincare”); PEDIATRIC SERVICES OF AMERICA, INC., a corporation duly organized and existing under the laws of the State of Delaware, having its principal place of business at 310 Technology Parkway, Norcross, Georgia 30092-2929 and certain of Pediatric Services of America, Inc.’s affiliates listed on the signature page hereto (hereinafter collectively referred to as the “Company”).
STANDSTILL AGREEMENTStandstill Agreement • February 22nd, 2005 • Pediatric Services of America Inc • Services-home health care services • Delaware
THIS STANDSTILL AGREEMENT (this “Agreement”) is entered into this 18th day of February, 2005, by and among Pediatric Services of America, Inc., a Delaware corporation (the “Company”), David Nierenberg, The D3 Family Fund, L.P., a Washington State limited partnership (the “D3 Fund”), The D3 Family Retirement Fund, L.P., a Washington State limited partnership, (the “D3 Retirement Fund”), The D3 Children’s Fund, L.P., a Washington State limited partnership (the “D3 Children’s Fund”), The D3 Offshore Fund, L.P., a Bahamas limited partnership (the “D3 Offshore Fund”), The D3 Family Bulldog Fund, L.P., a Washington State limited partnership (the “D3 Bulldog Fund”) and Nierenberg Investment Management Company, a Washington State corporation (“NIMC,” and, collectively, with David Nierenberg, the D3 Fund, the D3 Retirement Fund, the D3 Children’s Fund, the D3 Offshore Fund and the D3 Bulldog Fund, “Purchasers”).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • December 14th, 2004 • Pediatric Services of America Inc • Services-home health care services • Georgia
This Separation Agreement and General Release (“Separation Agreement”) is entered into by and between JOSEPH D. SANSONE (“Sansone”) an individual residing in the State of Georgia, and PEDIATRIC SERVICES OF AMERICA, INC., a Delaware corporation (“PSA”).
August 25, 2006Pediatric Services of America Inc • December 12th, 2006 • Services-home health care services
This letter sets forth certain agreements related to that certain Asset Purchase Agreement (hereinafter referred to as the “Agreement”), dated on even date herewith, among Lincare Inc., a Delaware corporation (“Lincare”); Pediatric Services of America, Inc. d/b/a PSA Healthcare, a Delaware corporation; Pediatric Services of America, Inc., a Georgia corporation; and PSA Capital Corporation, a Delaware corporation (collectively, the “Company”). If a term is defined in the Agreement, it shall have the same meaning herein.
EMPLOYMENT AGREEMENTEmployment Agreement • December 14th, 2004 • Pediatric Services of America Inc • Services-home health care services • Georgia
This EMPLOYMENT AGREEMENT, dated and effective as of August 9, 2004 (the “Agreement”), by and between PEDIATRIC SERVICES OF AMERICA, INC., a Delaware corporation (“Company”), and EDWARD K. WISSING (“Executive”);
AGREEMENT AND PLAN OF MERGER DATED AS OF APRIL 25, 2007 AMONG PORTFOLIO LOGIC LLC, POINTER ACQUISITION CO., INC. AND PEDIATRIC SERVICES OF AMERICA, INC.Agreement and Plan of Merger • April 26th, 2007 • Pediatric Services of America Inc • Services-home health care services • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 25, 2007 (as amended, modified or supplemented, this “Agreement”), is among Portfolio Logic LLC, a Delaware limited liability company (“Parent”), Pointer Acquisition Co., Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), and Pediatric Services of America, Inc., a Delaware corporation (the “Company” and, collectively with Parent and Merger Sub, the “parties”).
FIRST AMENDMENT TO STANDSTILL AGREEMENTStandstill Agreement • May 1st, 2007 • Pediatric Services of America Inc • Services-home health care services • Delaware
THIS FIRST AMENDMENT TO STANDSTILL AGREEMENT (this “Amendment”) is entered into this 29th day of April, 2007, by and among Pediatric Services of America, Inc., a Delaware corporation (the “Company”), and David Nierenberg, The D3 Family Fund, L.P., a Washington State limited partnership, The DIII Offshore Fund, L.P., a Bahamas limited partnership, The D3 Family Bulldog Fund, L.P., a Washington State limited partnership, Nierenberg Investment Management Company, a Washington State corporation, and Nierenberg Investment Management Offshore, Inc., a Bahamas corporation (collectively, the “D3 Parties”).
ASSET PURCHASE AGREEMENT BY AND BETWEEN PEDIATRIC SERVICES OF AMERICA, INC., AND MELMEDICA CHILDREN’S HEALTHCARE, INC. DATED: MAY 9, 2006Asset Purchase Agreement • August 9th, 2006 • Pediatric Services of America Inc • Services-home health care services • Georgia
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 9, 2006 by and between Pediatric Services of America, Inc., a Georgia corporation (the “Buyer”) and Melmedica Children’s Healthcare, Inc., an Illinois corporation (“Seller”).
November 6, 2006Pediatric Services of America Inc • December 12th, 2006 • Services-home health care services
EMPLOYMENT AGREEMENT PARTIESEmployment Agreement • December 14th, 2004 • Pediatric Services of America Inc • Services-home health care services • Georgia
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 12th, 2004 • Pediatric Services of America Inc • Services-home health care services • Georgia
This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of May 12, 2004 (the “Effective Date”), among PEDIATRIC SERVICES OF AMERICA, INC., a Delaware corporation (“Holdings”), PEDIATRIC SERVICES OF AMERICA, INC., a Georgia corporation (“PSA Georgia”; Holdings and PSA Georgia are sometimes collectively referred to herein as the “Borrowers” and individually as a “Borrower”), the other Credit Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders, and the other Lenders signatory hereto.
SECOND AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2005 • Pediatric Services of America Inc • Services-home health care services
This SECOND AMENDMENT is made by and between PEDIATRIC SERVICES OF AMERICA, INC. (“PSA” or “Company”), a Delaware corporation, and JAMES M. MCNEILL (“Executive”), and individual residing in the State of Georgia.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 12th, 2005 • Pediatric Services of America Inc • Services-home health care services • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of October 7, 2005 by and among Accredo Health Group, Inc, a Delaware corporation (“Buyer”), Pediatric Services of America, Inc., a Delaware corporation (“Parent”) and certain affiliates of Parent listed on the signature page hereto (collectively with Parent, the “Sellers”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • August 9th, 2005 • Pediatric Services of America Inc • Services-home health care services
This FIRST AMENDMENT is made by and between PEDIATRIC SERVICES OF AMERICA, INC. (“PSA” or “Company”), a Delaware corporation, and DANIEL J. KOHL (“EMPLOYEE”), and individual residing in the State of Georgia.
