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EXHIBIT 10.1
AMENDMENT NO. 17 TO THE LOAN DOCUMENTS
AMENDMENT NO. 17 TO THE LOAN DOCUMENTS dated as of April 10, 2000 to
the Amended and Restated Credit Agreement dated as of June 9, 1998 (as amended
and otherwise modified by Amendment and Waiver No. 1 to the Loan Documents
dated as of December 4, 1998, Amendment No. 2 to the Loan Documents dated as of
January 13, 1999, Amendment No. 3 to the Loan Documents dated as of February 9,
1999, Amendment and Waiver No. 4 to the Loan Documents dated as of March 18,
1999, Amendment and Waiver No. 5 to the Loan Documents dated as of April 1,
1999, Amendment No. 6 to the Loan Documents dated as of April 14, 1999,
Amendment No. 7 to the Loan Documents dated as of June 29, 1999, Amendment No.
8 to the Loan Documents dated as of August 2, 1999, Amendment No. 9 to the Loan
Documents dated as of August 16, 1999, Amendment No. 10 to the Loan Documents
dated as of August 23, 1999, Amendment No. 11 to the Loan Documents dated as of
August 30, 1999, Amendment No. 12 to the Loan Documents dated as of September
14, 1999, Amendment No. 13 to the Loan Documents dated as of November 5, 1999,
Amendment No. 14 to the Loan Documents dated as of December 16, 1999, Amendment
No. 15 to the Loan Documents dated as of January 20, 2000 and Amendment No. 16
to the Loan Documents dated as of February 3, 2000, (the "CREDIT AGREEMENT")
among Caremark Rx, Inc. (formerly known as MedPartners, Inc.), a Delaware
corporation (the "BORROWER"), the Lenders party thereto, Bank of America, N.A.
(formerly NationsBank, N.A.; "BOFA"), as the Initial Issuing Bank and the Swing
Line Bank thereunder, Credit Lyonnais New York Branch, The First National Bank
of Chicago and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as the Syndication
Agents therefor, Banc of America Securities LLC (formerly NationsBanc
▇▇▇▇▇▇▇▇▇▇ Securities LLC), as the Arranger therefor, and BofA, as the
Administrative Agent for the Lender Parties thereunder. Capitalized terms not
otherwise defined in this Amendment have the same meanings as specified
therefor in the Credit Agreement.
PRELIMINARY STATEMENTS
(1) The Borrower has requested that the Lender Parties agree to amend
the Credit Agreement as provided herein in order to permit the Borrower to use
the proceeds from the issuance of Equity Interests in accordance with the TAPS
Purchase Contract to purchase, redeem, defease or similarly provide for the
payment of its senior subordinated notes issued pursuant to the TAPS Indenture
and to prepay the Term Facilities.
(2) The Lender Parties have indicated their willingness to agree to
amend the Credit Agreement and to waive such default on the terms and subject
to the satisfaction of the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and in the Loan Documents, the
parties hereto hereby agree as follows:
SECTION 1. Amendments of Certain Provisions of the Credit Agreement.
The Credit Agreement is, upon the occurrence of the Amendment Effective Date
(as hereinafter defined), hereby amended as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended to delete
the definition "Term A Amortization Reserve" and to add the following new
definitions in their appropriate alphabetical order:
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"AMENDMENT NO. 17. EFFECTIVE DATE" means the first date on
which all of the conditions precedent to the effectiveness of Amendment
No. 17 to the Loan Documents were satisfied.
"AMENDMENT NO. 17 CASH PROCEEDS" means the gross proceeds from
each issuance and sale of Borrower Common Stock to holders of the TAPS
pursuant to the TAPS Purchase Contract not applied on the date of such
issuance and sale to automatically and permanently reduce the Term
Facilities or to purchase, pay, legally defease or otherwise retire
Senior Subordinated Notes as provided by Section 2.05(b)(vi)(C).
"AMENDMENT NO. 17 CASH PROCEEDS RESERVE" means the aggregate
amount of Amendment No. 17 Cash Proceeds.
"SENIOR SUBORDINATED NOTES" means the senior subordinated
notes issued under the TAPS Indenture.
(b) The definition of "Unused Revolving Credit Commitment" in Section
1.01 is amended to delete subclause (b)(ii)(D)(2) thereof and to substitute for
such clause the following clause: "(2) the aggregate amount of the Amendment No.
17 Net Cash Proceeds Reserve, to the extent it has not been eliminated as
provided in Section 2.01(c)(iii)."
(c) Section 2.01(c) of the Credit Agreement is hereby amended to (i)
delete the parenthetical phrase in the fourth sentence of subparagraph (i)
thereof and substitute for such parenthetical phrase the following: "(other than
as expressly provided for in subparagraph (ii) or (iii) of this Section
2.01(c))" and (ii) to amend subparagraph (iii) immediately following
subparagraph (ii) thereof to read in full as follows:
"(iii) Amendment No. 17 Cash Proceeds Reserve. The Revolving
Credit Commitment of each Revolving Credit Lender shall be deemed
utilized at any time and from time to time by such Lender's Pro Rata
Share of the aggregate amount of the Amendment No. 17 Cash Proceeds
Reserve; provided, however, that the Amendment No. 17 Cash Proceeds
Reserve may not be established at any time in an amount that exceeds
the aggregate Unused Revolving Credit Commitments of the Revolving
Credit Lenders at such time. The amount of the Amendment No. 17 Cash
Proceeds Reserve shall be available to be borrowed solely for purposes
of purchasing, paying, legally defeasing or otherwise retiring the
Senior Subordinated Notes (but not in the case of any Senior
Subordinated Note in excess of par plus accrued interest thereof). From
the Amendment No. 17 Effective Date to and including the maturity date
of the Senior Subordinated Notes, the amount of the Amendment No. 17
Cash Proceeds Reserve shall be reduced by the aggregate amount used by
the Borrower to purchase, pay, legally defease or otherwise retire the
Senior Subordinated Notes (but not in the case of any Senior
Subordinated Note in excess of par plus accrued interest thereof). On
the day after such maturity date, the Amendment No. 17 Cash Proceeds
Reserve shall be eliminated in full, and, notwithstanding any other
provisions of this Agreement, the aggregate amount in the Amendment No.
17 Cash Proceeds Reserve at such date shall be deemed to constitute a
Revolving Credit Borrowing on such date in such aggregate amount and
the Borrower irrevocably hereby authorizes the Administrative Agent on
such date to reduce the Term Commitments in the amount of such
Revolving Credit
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Borrowing in accordance with, and to the extent required under, Section
2.05(b)(vi) and to prepay the Term Advances outstanding at such time in
accordance with, and to the extent required under Section 2.06(b)."
(d) Section 2.05(b)(vi)(C) is amended in full to read as follows:
"(C) the issuance or sale by the Borrower or any of its
Subsidiaries of any Equity Interests therein (other than: (x) the
issuance of the Trust Convertible Preferred Interests, but solely to
the extent that the Net Cash Proceeds thereof are applied in accordance
with subsection (viii) hereof, (y) the issuance by the Borrower of
Equity Interests upon the conversion of the Trust Convertible Preferred
Interests, and (z) until the legal defeasance, payment, purchase and
cancellation or other retirement of the Senior Subordinated Notes, any
issuance or sale of Borrower Common Stock to holders of the TAPS
pursuant to the TAPS pursuant to the TAPS Purchase Contract; provided,
that until the payment, legal defeasance, purchase and cancellation or
other retirement of the Senior Subordinated Notes; 12 1/2% of the gross
proceeds from the issuance and sale from time to time of such Borrower
Common Stock shall be applied to automatically and permanently reduce
the Term Facilities as provided herein and the remainder of such gross
proceeds shall be (I) applied on the date of such issuance and sale to
purchase, pay, legally defease or otherwise retire at no more than par
plus accrued interest Senior Subordinated Notes, or (II) retained by
the Borrower); and".
(e) Section 5.02(f) is amended by (i) deleting the word "and" at the
end of subsection (v) thereof, (ii) deleting the period at the end of subsection
(vi) thereof, and substituting therefor the word "; and" and (iii) adding a new
subsection (vii) at the end thereof to read as follows:
"(vii) in connection with the settlement or adjudication of
litigation or claims in respect of the TAPS, the Borrower may
acquire the TAPS or any portion thereof, provided that the
consideration for such acquisition shall consist solely of
Borrower Common Stock and cash in an amount not in excess of
the accrued interest due on the acquired TAPS through the
respective date of acquisition."
(f) Section 5.02(h)(i) is amended to delete the "and" at the end of
subsection (G) thereof and to add an "and" at the end of subsection (H) and to
add a new subsection (I) at the end of such Section to read as follows:
"(I) The purchase, payment, legal defeasance or other
retirement (in each case at no more than par plus accrued interest) of
any Senior Subordinated Notes at or prior to the maturity thereof in an
aggregate amount not in excess of the Amendment No. 17 Cash Proceeds
Reserve."
SECTION 2. Conditions Precedent to the Effectiveness of this
Amendment. This Amendment shall become effective as of the first date (the
"AMENDMENT EFFECTIVE DATE") on which, and only if, each of the following
conditions precedent shall have been satisfied:
(a) The Administrative Agent shall have received on or before 5:00
p.m. (Charlotte time) on April 11, 2000, (i) counterparts of this Amendment
executed by the Borrower and the Required Lenders or, as to any of the Lender
Parties, advice satisfactory to the Administrative Agent that such
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Lender Party has executed this Amendment and (ii) counterparts of the Consent
attached hereto executed and delivered by each of the Loan Parties (other than
the Borrower).
(b) The representations and warranties set forth in each of the Loan
Documents shall be correct in all material respects on and as of the Amendment
Effective Date, before and after giving effect to this Amendment, as though
made on and as of such date (except (i) for any such representation and
warranty that, by its terms, refers to a specific date other than the Amendment
Effective Date, in which case as of such specific date, (ii) that the
Consolidated financial statements of the Borrower and its Subsidiaries referred
to in Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to
refer to the Consolidated financial statements of the Borrower and its
Subsidiaries comprising part of the Required Financial Information most
recently delivered to the Administrative Agent and the Lender Parties pursuant
to Sections 5.03(b) and 5.03(c), respectively, on or prior to the Amendment
Effective Date and (iii) that the forecasted Consolidated financial statements
of the Borrower and its Subsidiaries referred to in Section 4.01(h) of the
Credit Agreement shall be deemed to refer to the forecasted Consolidated
financial statements of the Borrower and its Subsidiaries most recently
delivered to the Administrative Agent and the Lender Parties prior to the
Amendment Effective Date).
(c) No event shall have occurred and be continuing, or shall result
from the effectiveness of this Amendment, that constitutes a Default.
(d) All of the reasonable fees and expenses of the Administrative
Agent and the Arranger (including the reasonable fees and expenses of counsel
for the Administrative Agent) due and payable on the Amendment Effective Date
shall have been paid in full.
The effectiveness of this Amendment is further conditioned upon the
accuracy of all of the factual matters described herein. This Amendment is
subject to the provisions of Section 8.01 of the Credit Agreement.
SECTION 3. Reference to and Effect on the Loan Documents. (a) On and
after the Amendment Effective Date, each reference in the Credit Agreement to
"this Agreement," "hereunder," "hereof" or words of like import referring to
the Credit Agreement, and each reference in the Notes and each of the other
Loan Documents to "the Credit Agreement," "thereunder," "thereof" or words of
like import referring to the Credit Agreement, shall mean and be a reference to
the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as amended by the amendments specifically provided above in Section
1, are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any of the Guaranteed Parties or the
Administrative Agent under any of the Loan Documents, or constitute a waiver of
any provision of any of the Loan Documents.
SECTION 4. Costs and Expenses. The Borrower hereby agrees to pay, upon
demand, all of the reasonable costs and expenses of the Administrative Agent
and the Arranger (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent and of ▇▇▇▇▇▇▇▇ & Company LLP)
in connection with the preparation, execution, delivery, administration,
modification and amendment of this Amendment and all of the agreements,
instruments and other documents delivered or to be delivered in connection
herewith, all in accordance with the terms of Section 8.04 of the Credit
Agreement.
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SECTION 5. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers, thereunto duly authorized, as of the
date first written above.
THE BORROWER
CAREMARK RX, INC.
(formerly known as MEDPARTNERS, INC.)
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇
Title: SVP & Treasurer
THE ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
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THE LENDER PARTIES
BANK OF AMERICA, N.A., as a Lender,
the Swing Line Bank and the Issuing Bank
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
AMSOUTH BANK
By
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Name:
Title:
THE CHASE MANHATTAN BANK
By /s/ ▇▇▇▇ ▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇ ▇▇▇▇
Title: Vice President
CITIBANK, N.A.
By
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Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
DEBT STRATEGIES FUND, INC.
By
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Name:
Title:
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BANK ONE, NA (f/k/a THE FIRST NATIONAL
BANK OF CHICAGO)
By /s/ L. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: L. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President
FIRST UNION NATIONAL BANK
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: SVP
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured Management,
Inc., as attorney in fact
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Authorized Signatory
KZH HIGHLAND-2 LLC
By
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Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ DEBT STRATEGIES
PORTFOLIO, INC.
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET
MANAGEMENT L.P., as Investment
Advisor
By
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Name:
Title:
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▇▇▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MANAGEMENT,
L.P., as Investment Advisor
By
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Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ SENIOR FLOATING
RATE FUND, INC.
By
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Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ PRIME RATE PORTFOLIO
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET
MANAGEMENT, L.P., as Investment Advisor
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Assistant Vice President
ML CBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By
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Name:
Title:
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc.,
as its investment manager
By
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Name:
Title:
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▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇ CAPITAL FUNDING, LP
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By
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Name:
Title:
PAMCO CAYMAN, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By
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Name:
Title:
PILGRIM PRIME RATE TRUST
BY: Pilgrim Investments, Inc.,
as its investment manager
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA
Title: Assistant Vice President
SCOTIABANC INC.
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Relationship Manager
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SRV-HIGHLAND, INC.
By
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Name:
Title:
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED,
as Agent for KEYPORT LIFE INSURANCE
COMPANY
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
TRANSAMERICA LIFE INSURANCE AND
ANNUITY CO.
By
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Name:
Title:
TRANSAMERICA PREMIER HIGH YIELD FUND
By
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Name:
Title:
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
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▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT, INC.,
as Collateral Manager
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
WACHOVIA BANK, N.A.
By
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Name:
Title:
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CONSENT TO AMENDMENT NO. 17 TO THE LOAN DOCUMENTS
As of April 10, 2000
Reference is made to Amendment No. 17 to the Loan Documents dated as
of April 10, 2000 (the "AMENDMENT") to the Amended and Restated Credit
Agreement dated as of June 9, 1998 (as amended and otherwise modified by
Amendment No. 1 to the Loan Documents dated as of December 4, 1998, Amendment
No. 2 to the Loan Documents dated as of January 13, 1999, Amendment No. 3 to
the Loan Documents dated as of February 9, 1999, Amendment and Waiver No. 4 to
the Loan Documents dated as of March 18, 1999, Amendment and Waiver No. 5 to
the Loan Documents dated as of April 1, 1999, Amendment No. 6 to the Loan
Documents dated as of April 14, 1999, Amendment No. 7 to the Loan Documents
dated as of June 29, 1999, Amendment No. 8 to the Loan Documents dated as of
August 2, 1999, Amendment No. 9 to the Loan Documents dated as of August 16,
1999, Amendment No. 10 to the Loan Documents dated as of August 23, 1999,
Amendment No. 11 to the Loan Documents dated as of August 30, 1999, Amendment
No. 12 to the Loan Documents dated as of September 14, 1999, Amendment No. 13
to the Loan Documents dated as of November 5, 1999, Amendment No. 14 to the
Loan Documents dated as of December 16, 1999, Amendment No. 15 to the Loan
Documents dated as of January 20, 2000 and Amendment No. 16 to the Loan
Documents dated as of February 3, 2000, the ("CREDIT AGREEMENT") among Caremark
Rx, Inc. (formerly known as MedPartners, Inc.), a Delaware corporation, the
Lenders party thereto, Bank of America, N.A. (formerly NationsBank, N.A.), as
the Initial Issuing Bank and Swing Line Bank thereunder, Credit Lyonnais New
York Branch, The First National Bank of Chicago and ▇▇▇▇▇▇ Guaranty Trust
Company of New York, as the Syndication Agents therefor, Banc of America
Securities LLC (formerly NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC), as Arranger
therefor, and Bank of America, N.A. (formerly NationsBank, N.A.), as the
Administrative Agent for the Lender Parties thereunder. Capitalized terms not
otherwise defined herein shall have the same meanings as specified therefor in
the Credit Agreement.
Each of the undersigned, as a guarantor under the Subsidiaries
Guarantee dated as of June 9, 1998 (as modified to the date hereof, the
"SUBSIDIARIES GUARANTEE") in favor of the Guaranteed Parties, hereby consents
to the execution and delivery of the Amendment and the performance of the
Credit Agreement, as amended thereby, and hereby confirms and agrees that,
notwithstanding the effectiveness of the Amendment, the Subsidiaries Guarantee
is, and shall continue to be, in full force and effect and is hereby in all
respects ratified and confirmed, except that each reference in the Subsidiaries
Guarantee to "the Credit Agreement," "thereunder," "thereof" or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement, as amended by the Amendment.
This Consent may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together
shall constitute one and the same Consent. Delivery of an executed counterpart
of a signature page to this Consent by telecopier shall be effective as
delivery of a manually executed counterpart of this Consent.
This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.
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MEDPARTNERS ACQUISITION CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
MEDPARTNERS AVIATION, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
MEDPARTNERS EAST, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
MEDPARTNERS INTEGRATED
NETWORK-▇▇▇▇▇▇▇▇, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
MEDPARTNERS PROFESSIONAL
MANAGEMENT CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
HEALTHWAYS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
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BAY AREA PRACTICE MANAGEMENT
GROUP, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
CHS MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President and Treasurer
CAREMARK INTERNATIONAL INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
CAREMARK INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Treasurer
3
16
PRESCRIPTION HEALTH SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
CAREMARK INTERNATIONAL HOLDINGS INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
MEDPARTNERS PHYSICIAN SERVICES INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
FRIENDLY HILLS HEALTHCARE
NETWORK INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
MEDPARTNERS NSC LTD.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
4
17
MEDPARTNERS ADMINISTRATIVE
SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
MEDPARTNERS MANAGED CARE, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
ACUTE CARE MEDICAL MANAGEMENT, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
BGS HEALTHCARE, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
HOME HEALTH AGENCY OF GREATER
MIAMI, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
PACIFIC MEDICAL GROUP, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
5
18
PACIFIC PHYSICIAN SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PPS EAST, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PPS NORTH CAROLINA MEDICAL
MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PPS RIVERSIDE DIVISION ACQUISITION
AND MANAGEMENT CORP. I
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PPS VALLEY MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
6
19
PACIFIC PHYSICIAN SERVICES
ARIZONA, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PACIFIC PHYSICIAN SERVICES
NEVADA, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PHYSICIANS' HOSPITAL MANAGEMENT
CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
RELIANT HEALTHCARE SYSTEMS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
MEDPARTNERS/▇▇▇▇▇▇▇ MEDICAL
MANAGEMENT CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
7
20
▇▇▇▇▇▇▇ MEDICAL MANAGEMENT
CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
▇▇▇▇▇▇▇ HEALTH SERVICES
CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
MEDPARTNERS ADMINISTRATION, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Treasurer
of Caremark Rx, Inc., the General
Partner
MEDPARTNERS PHYSICIAN
MANAGEMENT, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President of
Caremark Rx, Inc., the General
Partner
MED TENNESSEE, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
8
21
MEDPARTNERS PHYSICIAN SERVICES OF
ILLINOIS L.L.C.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer of
North Suburban Clinic, Ltd.,
a Member
CERRITOS INVESTMENT GROUP
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Chief
Financial Officer of Caremark
Rx, Inc., a Partner
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of
Caremark Rx, Inc., a Partner
CERRITOS INVESTMENT GROUP II
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Chief
Financial Officer of Caremark
Rx, Inc., a Partner
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of Caremark
Rx, Inc., a Partner
9
22
5000 AIRPORT PLAZA, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President &
Chief Financial Officer of
Caremark Rx, Inc., the
General Partner
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of Caremark
Rx, Inc., the General Partner
10