BIOSCRIP, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 7th, 2019 • Option Care Health, Inc. • Services-home health care services • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of August 6, 2019 among BioScrip, Inc., a Delaware corporation (the “Company”), HC Group Holdings I, LLC, a Delaware limited liability company, any each other Person who executes a Joinder as an “Investor” (collectively, the “Investors”), each Person who executes a Joinder as an “Executive” (collectively, the “Executives”), and each other Person who executes a Joinder as an “Other Holder” (collectively, the “Other Holders”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
ABL CREDIT AGREEMENT Dated as of August 6, 2019 Among HC GROUP HOLDINGS II, LLC, until the consummation of the Debt Assumption, as the Initial Borrower, BIOSCRIP, INC., upon the consummation of the Debt Assumption, as the Parent Borrower, THE OTHER...Abl Credit Agreement • August 7th, 2019 • Option Care Health, Inc. • Services-home health care services • New York
This ABL CREDIT AGREEMENT is entered into as of August 6, 2019, among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of this Agreement until the consummation of the Debt Assumption, the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party hereto from time to time, the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent, Issuing Bank and Swing Line Lender, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
FIRST LIEN CREDIT AGREEMENT Dated as of August 6, 2019 Among HC GROUP HOLDINGS II, LLC, until the consummation of the Debt Assumption, as the Initial Borrower, BIOSCRIP, INC., upon the consummation of the Debt Assumption, as the Parent Borrower, THE...Intercreditor Agreement • August 7th, 2019 • Option Care Health, Inc. • Services-home health care services • New York
This FIRST LIEN CREDIT AGREEMENT is entered into as of August 6, 2019, among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of this Agreement until the consummation of the Debt Assumption, the “Initial Borrower”), BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent Borrower”), the other Borrowers party hereto from time to time, the Guarantors party hereto from time to time, BANK OF AMERICA, N.A., as Administrative Agent, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
HC GROUP HOLDINGS II, LLC prior to the consummation of the Debt Assumption, as the Initial Issuer, BIOSCRIP, INC. from and after the consummation of the Debt Assumption, as the Parent Issuer, and the ADDITIONAL ISSUERS and GUARANTORS party hereto from...Note Purchase Agreement • August 7th, 2019 • Option Care Health, Inc. • Services-home health care services • New York
This NOTE PURCHASE AGREEMENT is entered into as of August 6, 2019, by and among HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of this Agreement until the consummation of the Debt Assumption, the “Initial Issuer”), BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent Issuer”), the Additional Issuers and Guarantors party hereto from time to time, each of the GS Purchasers party hereto and each of the Ares Purchasers party hereto.
HC GROUP HOLDINGS II, LLC prior to the consummation of the Debt Assumption, as the Initial Issuer, BIOSCRIP, INC. from and after the consummation of the Debt Assumption, as the Parent Issuer, THE SUBSIDIARY ISSUERS AND GUARANTORS PARTY HERETO FROM...Intercreditor Agreement • August 7th, 2019 • Option Care Health, Inc. • Services-home health care services • New York
INDENTURE (as amended, supplemented, waived or otherwise modified, the “Indenture”) dated as of August 6, 2019 among (a) HC Group Holdings II, LLC (formerly known as Beta Sub, LLC), a Delaware limited liability company (“Merger Sub 2” through the consummation of the Merger, and immediately after the consummation of the Merger and the effectiveness of the Indenture until the consummation of the Debt Assumption, the “Initial Issuer”), (b) BioScrip, Inc., a Delaware corporation (the “Company” and, upon the consummation of the Debt Assumption, the “Parent Issuer”), (c) the Subsidiary Issuers and Guarantors party hereto from time to time and (d) Ankura Trust Company, LLC, as trustee and as collateral agent.
AMENDMENT TO TAX ASSET PROTECTION PLANTax Asset Protection Plan • August 7th, 2019 • Option Care Health, Inc. • Services-home health care services • Delaware
This AMENDMENT TO TAX ASSET PROTECTION PLAN (this “Amendment”) is dated as of August 5, 2019, by and between BioScrip, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agent”). All capitalized terms used herein and not otherwise defined herein shall have the meaning(s) ascribed to them in that certain Tax Asset Protection Plan dated as of August 11, 2016, by and between the Company and the Rights Agent (the “TAPP”).
BIOSCRIP, INC. Director NOMINATION AgreementDirector Nomination Agreement • August 7th, 2019 • Option Care Health, Inc. • Services-home health care services • Delaware
THIS Director NOMINATION Agreement (this “Agreement”) is made and entered into as of August 6, 2019 by and among BioScrip, Inc., a Delaware corporation (the “Company”), and HC Group Holdings I, LLC, a Delaware limited liability company (“Investor”). This Agreement will become effective (the “Effective Date”) only upon the issuance of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at the First Merger Effective Time, as such term is defined under that certain Agreement and Plan of Merger, dated as of March 14, 2019, by and among the Company, Investor, HC Group Holdings II, Inc., a Delaware corporation, HC Group Holdings III, Inc., a Delaware corporation, Beta Sub, Inc., a Delaware corporation and Beta Sub, LLC, a Delaware corporation (as amended or modified, the “Merger Agreement”).
