iv
EXHIBIT A
-
Revolving Note
EXHIBIT B
-
[Reserved]
EXHIBIT C
-
Swingline Note
EXHIBIT D-1
-
Notice of Borrowing
EXHIBIT D-2
-
Notice of Swingline Borrowing
EXHIBIT E
-
Borrower Security Agreement
EXHIBIT F
-
Borrower Pledge Agreement
EXHIBIT G
-
Subsidiary Guaranty Agreement
EXHIBIT H
-
Guarantor Security Agreement
EXHIBIT I
-
Opinion of Counsel to the Credit Parties
EXHIBIT J
-
[Reserved]
EXHIBIT K
-
Closing Checklist
EXHIBIT L
-
Assignment Agreement
EXHIBIT M
-
HIPAA Business Associate Agreement
EXHIBIT N
-
[Reserved]
EXHIBIT O
-
Form of Borrowing Base Certificate
EXHIBIT 5.1(b)
Compliance Certificate (Annual)
EXHIBIT 5.1(n)
Compliance Certificate (Monthly)
DISCLOSURE SCHEDULE 1.1
-
[Reserved]
DISCLOSURE SCHEDULE 2.5(l).
-
Existing L/Cs
DISCLOSURE SCHEDULE 4.5(a)
-
Financial Statements
DISCLOSURE SCHEDULE 4.5(b)
-
Borrowers' Financial Budget
DISCLOSURE SCHEDULE 4.7
-
Litigation
DISCLOSURE SCHEDULE 4.13
-
Subsidiaries, Other Equity Investments
DISCLOSURE SCHEDULE 4.19
-
Insurance Policies
DISCLOSURE SCHEDULE 6.15
-
Compliance Program
DISCLOSURE SCHEDULE 6.16(a)
-
Government Receivables Deposit Accounts and Concentration Account
DISCLOSURE SCHEDULE 6.16(c)
-
Blocked Accounts
DISCLOSURE SCHEDULE 7.1
-
Indebtedness
DISCLOSURE SCHEDULE 7.2
-
Effective Date Liens
DISCLOSURE SCHEDULE 7.4
-
Capital Structure
DISCLOSURE SCHEDULE 7.9
-
Existing Investments
DISCLOSURE SCHEDULE 7.10(b)
-
Existing Loans to Employees
v
DEBTOR IN POSSESSION
CREDIT AGREEMENT
This DEBTOR IN POSSESSION CREDIT AGREEMENT, dated as of March 30, 2006 (the
"Agreement"), among CURATIVE HEALTH SERVICES, INC., a Minnesota corporation
formerly known as Curative Holding Co. ("Holdings"), EBIOCARE.COM, INC., a
Delaware corporation ("Ebiocare"), HEMOPHILIA ACCESS, INC., a Tennessee
corporation ("Hemophilia Access"), APEX THERAPEUTIC CARE, INC., a California
corporation ("Apex"), CHS SERVICES, INC., a Delaware corporation ("CHS"),
CURATIVE HEALTH SERVICES CO., a Minnesota corporation formerly known as Curative
Health Services, Inc. ("CHSC"), CURATIVE HEALTH SERVICES OF NEW YORK, INC., New
York corporation ("CHSNY"), OPTIMAL CARE PLUS, INC., a Delaware corporation
("Optimal Care"), INFINITY INFUSION, LLC, a Delaware limited liability company
("Infinity"), INFINITY INFUSION II, LLC, a Delaware limited liability company
("Infinity II"), INFINITY INFUSION CARE, LTD., a Texas limited partnership
("Infinity Infusion"), MEDCARE, INC., a Delaware corporation ("Medcare"),
CURATIVE PHARMACY SERVICES, INC., a Delaware corporation ("CPS"), CRITICAL CARE
SYSTEMS, INC., a Delaware corporation ("CCS"), any Additional Borrowers that
hereafter may from time to time become a party hereto pursuant to Section 2.16
hereof (Holdings, Ebiocare, Hemophilia Access, Apex, CHS, CHSNY, CHSC, Optimal
Care, Infinity, Infinity II, Infinity Infusion, Medcare, CPS, CCS and such
Additional Borrowers are sometimes collectively referred to herein as the
"Borrowers" and individually as a "Borrower"), the Lenders listed on the
signature pages hereof, and GENERAL ELECTRIC CAPITAL CORPORATION, as Agent.
INTRODUCTORY STATEMENT
A.
The Borrowers are party to that certain
Existing Credit Facility (as defined below), among the Borrowers, the lenders
party thereto, General Electric Capital Corporation, individually as a lender
and in its capacity as agent, pursuant to which such lenders have agreed to
extend, and have extended, credit and other financial accommodations to the
Borrowers.
B.
The Borrowers have filed voluntary
petitions commencing jointly administered Chapter 11 cases (the "Bankruptcy
Cases") in