CREDIT AND GUARANTY AGREEMENT dated as of October 1, 2007 among HEALTHSPRING, INC., as Borrower, CERTAIN SUBSIDIARIES OF HEALTHSPRING, INC., as Guarantors, VARIOUS LENDERS, GOLDMAN SACHS CREDIT PARTNERS L.P., as Administrative Agent, Lead Arranger and...Credit and Guaranty Agreement • October 4th, 2007 • HealthSpring, Inc. • Hospital & medical service plans • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of October 1, 2007, is entered into by and among HEALTHSPRING, INC., a Delaware corporation (“Borrower”), CERTAIN SUBSIDIARIES OF BORROWER, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Administrative Agent (together with its permitted successors in such capacity, "Administrative Agent”) and GSCP, as Collateral Agent (together with its permitted successor in such capacity, “Collateral Agent”), BANK OF AMERICA, N.A. (“Bank of America”), CITIBANK, N.A. (“Citibank”) and UBS SECURITIES LLC (“UBS”), as Co-Syndication Agents (in such capacity, each a “Co-Syndication Agent” and, collectively, “Co-Syndication Agents”), and WACHOVIA BANK, N.A. (“Wachovia”), as Documentation Agent (in such capacity, “Documentation Agent”).
MEDICAL SERVICES AGREEMENTGuaranty Agreement • October 4th, 2007 • HealthSpring, Inc. • Hospital & medical service plans • Florida
This MEDICAL SERVICES AGREEMENT (this “Agreement”) is hereby made and entered into effective as of October 1, 2007 (the “Effective Date”), by and between Leon Medical Centers Health Plans, Inc., a Florida corporation (“PLAN”), and Leon Medical Centers, Inc., a Florida corporation (“PROVIDER”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 4th, 2007 • HealthSpring, Inc. • Hospital & medical service plans • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of October 1, 2007 by and between HealthSpring, Inc., a Delaware corporation (the “Company”), and the Persons listed on the signature page to this Agreement (collectively, the “Sellers” and each individually, a “Seller”). All capitalized terms not otherwise defined in this Agreement shall have the definitions set forth in the Stock Purchase Agreement (the “Purchase Agreement”) by and between the Company, the Sellers, Leon Medical Centers Health Plans, Inc., a Florida corporation, and NewQuest, LLC, , a Texas limited liability company, dated as of August 9, 2007.
