LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION. THE COMPANY HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS
AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE COMPANY FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ILLINOIS. THE
COMPANY HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM
THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
15.20
WAIVER OF JURY TRIAL.
EACH OF THE COMPANY, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE,
ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY LENDING
69
RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, AND AGREES THAT
ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY.
[signature pages follow]
70
The parties hereto have caused this Agreement to be duly executed and delivered
by their duly authorized officers as of the date first set forth above.
OPTION CARE, INC.
By:
Title:
[SUBSIDIARIES]
By:
Title:
Signature Page to Credit
Agreement
LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, as Issuing Lender
and as a Lender
By:
Title:
[OTHER LENDERS]
By:
Title:
ANNEX A
LENDERS AND PRO RATA SHARES
Lender
Revolving
Commitment Amount
Pro Rata Share
LaSalle Bank National Association
$
35,000,000
*
100
%
TOTALS
$
35,000,000
100
%
*
Includes Swing Line Commitment Amount of $2,500,000,
conditioned on syndication.
ANNEX B
ADDRESSES FOR NOTICES
OPTION CARE, INC., AND SUBSIDIARIES
485 Half Day Road
Suite 300
Buffalo Grove, IL 60089
Attention: Joseph Bonaccorsi
Telephone: (847) 229-7794
Facsimile: (847) 913-9024
LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a
Lender
Notices of Borrowing , Conversion, Continuation and Letter of Credit Issuance
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Geraldine Rudig
Telephone: (312) 904-5644
Facsimile:
(312) 904-6457
All Other Notices
135 South LaSalle Street
Chicago, Illinois 60603
Attention: Geraldine Rudig
Telephone: (312) 904-5644
Facsimile:
(312) 904-6457
EXHIBIT A
FORM OF
NOTE
May 5, 2006
$35,000,000
Chicago, Illinois
The undersigned, for value received, promise to pay to the order of LaSalle Bank