EXHIBIT 10.32
EXECUTION COPY
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Amendment and Waiver No. 4 to the Loan Documents
AMENDMENT AND WAIVER dated as of March 18, 1999 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 and Amendment No. 3 to the Loan Documents dated as of February 9, 1999, the
"Credit Agreement") among MedPartners, Inc., a Delaware corporation (the
"Borrower"), the Lenders party thereto, NationsBank, N.A., 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, NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities
LLC, as the Arranger therefor, and NationsBank, N.A., as the Administrative
Agent for the Lender Parties thereunder. Capitalized terms not otherwise
defined in this Amendment and Waiver have the same meanings as specified
therefor in the Credit Agreement.
Preliminary Statements
(1) The Borrower has requested that the Lender Parties waive the
Defaults and Events of Default under Section 6.01(f) of the Credit Agreement
that have occurred and are continuing as a result of the appointment of a
conservator of MedPartners Provider Network, Inc., a California corporation and
a Subsidiary of the Borrower ("MPN"), by the Department of Corporations of the
State of California and the filing by such conservator of a petition for relief
under the United States Bankruptcy Code on behalf of MPN so long as the Borrower
agrees that it will and will cause its Subsidiaries to restrict their
Investments in, their Indebtedness owing from or on behalf of, and their other
liabilities and Obligations to or in respect of, MPN or any of its Subsidiaries.
(2) The Required Lenders have indicated their willingness to agree to
the waiver of the Defaults and Events of Default under Section 6.01(f) the
Credit Agreement described above in Preliminary Statement (1) 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.
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The Credit Agreement is, upon the occurrence of the Amendment Effective Date (as
hereinafter defined), hereby amended to read as follows:
(a) Section 1.01 of the Credit Agreement is hereby further amended to
add the following new definitions in their appropriate alphabetical order:
"Amendment No. 4 Effective Date" means the first date on which
all of the conditions precedent to the effectiveness of Amendment and
Waiver No. 4 to the Loan Documents were satisfied.
"MPN Management Agreement" means the Amended and Restated
MedPartners Provider Network, Inc. Management Agreement entered into
as of December 31, 1997 by and between MPN and the Borrower, as in
effect on the Amendment No. 4 Effective Date.
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(b) Section 5.02(b) of the Credit Agreement is hereby amended (i) to
add after the words "any of the Unrestricted Subsidiaries" in each of
subclause (iv)(D) and the second line of clause (viii) thereof the new
parenthetical "(other than MPN or any of its Subsidiaries)" and (ii) to add
the following new proviso clause at the end of clause (xiii) thereof:
"provided, however, that the aggregate amount of all payments made by
the Borrower and its Subsidiaries (other than MPN and its
Subsidiaries) on or after the Amendment No. 4 Effective Date under or
in respect of all such indemnities, guarantees or similar undertakings
in favor of the purchasers of property and assets sold pursuant to
divestiture transactions to which MPN or any of its Subsidiaries were
also a party shall not exceed $10,000,000;".
(c) Section 5.02(d) of the Credit Agreement is hereby amended to add
after the words "to any of the Unrestricted Subsidiaries" at the end of
subclause (iii)(D) thereof the new parenthetical "(other than MPN or any of
its Subsidiaries)".
(d) Section 5.02(e) of the Credit Agreement is hereby amended (i) to
add after the words "one or more Unrestricted Subsidiaries" in subclause
(iii)(D) thereof the new parenthetical "(other than MPN or any of its
Subsidiaries)" and (ii) to amend and restate subclause (iii)(E) thereof in
its entirety to read as follows:
"(E) the Borrower in MPN in an aggregate amount not to exceed (1) the
statutory reserve requirements for managed care entities generally
under the ▇▇▇▇-▇▇▇▇▇ Health Care Service Plan Act of 1975 (or similar
Requirements of Law) plus (2) such amounts as are reasonably
anticipated to be necessary to satisfy claims against MPN relating to
patient care in the ordinary course of business, provided that at the
time of any such Investment by the Borrower in MPN, (x) neither MPN
nor any of its Subsidiaries shall be under the authority of a
conservator, receiver, trustee or similar official or be subject to
any bankruptcy, insolvency or other similar proceeding and (y) no
Default shall have occurred and be continuing or shall occur as a
result thereof," and
(iii) to add after the words "any of the other Unrestricted Subsidiaries"
at the end of subclause (iii)(G) thereof the new parenthetical "(other than
MPN or any of its Subsidiaries)".
(e) Section 5.02(g) of the Credit Agreement is hereby amended to add
the following new proviso clause at the end of such Section 5.02(g):
"; and provided further, however, that, notwithstanding the provisions
of the immediately preceding proviso to this Section 5.02(g), neither
the Borrower nor any of its Subsidiaries (other than MPN or its
Subsidiaries) shall make any Capital Expenditures on behalf of MPN or
any of its Subsidiaries or their respective property, assets or
businesses".
(f) Section 5.03 of the Credit Agreement is hereby amended (i) to add
the following new subsection (t):
"(t) MPN Claims and Obligations. As soon as possible and in any
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event within three Business Days after a Responsible Officer of the
Borrower or any of its Subsidiaries knows or has reason to know of the
assertion or occurrence thereof, notice of (i) each claim against the
Borrower or any of its Subsidiaries (other than MPN or any of its
Subsidiaries)
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that arises out of any liabilities or Obligations of MPN or any of its
Subsidiaries or the ownership or control of MPN or any of its
Subsidiaries (whether direct or indirect) by the Borrower or any of
its other Subsidiaries and (ii) the payment (whether in cash, property
or securities) by the Borrower or any of its Subsidiaries (other than
MPN or its Subsidiaries) of any liabilities or Obligations to MPN or
any of its Subsidiaries or to any Person, on behalf of (or in
financial or credit support of) MPN or any of its Subsidiaries, or the
creation, incurrence, assumption or suffering to exist of any
Obligation of the Borrower or any such Subsidiary to make any such
payment to or on behalf of MPN or any of its Subsidiaries, in each
case other than claims against the Borrower and payments made by the
Borrower pursuant to its obligations under the MPN Management
Agreement so long as the MPN Management Agreement is in full force and
effect and has not been rejected under Section 365 of the United
States Federal Bankruptcy Code.",
and (ii) to reletter the existing subsection (t) of Section 5.03 of the
Credit Agreement as subsection (u) thereof.
(g) Section 6.01 of the Credit Agreement is hereby amended (i) to add
the word "or" at the end of subsection (p) thereof and (ii) to add the
following new subsection (q) thereto:
"(q) (i) any claim shall be asserted against the Borrower or any
of its Subsidiaries (other than MPN or any of its Subsidiaries) that
arises out of any of the liabilities or Obligations of MPN or any of
its Subsidiaries or the ownership or control of MPN or any of its
Subsidiaries (whether direct or indirect) by the Borrower or any of
its other Subsidiaries and the Required Lenders shall determine, in
their reasonable judgment, that the Borrower or any such Subsidiary is
likely to be required to pay or otherwise satisfy such claim or (ii)
the Borrower or any of its Subsidiaries (other than MPN or its
Subsidiaries) shall make any payments (whether in cash, property or
securities), or create, incur, assume or suffer to exist any
liabilities or Obligations, to MPN or any of its Subsidiaries or to
any Person, on behalf of (or in financial or credit support of) MPN or
any of its Subsidiaries, that in the aggregate for all such claims,
payments, liabilities and Obligations of the types described above in
clauses (i) and (ii) shall exceed $10,000,000 at any time; provided,
however, that any such claim against the Borrower or payment made by
the Borrower pursuant to its obligations under the MPN Management
Agreement shall not give rise to (or be included in the determination
of) an Event of Default under this Section 6.01(q) if and for so long
as the MPN Management Agreement is in full force and effect and has
not been rejected under Section 365 of the United States Federal
Bankruptcy Code; and provided further, however, that at any time
during which neither MPN nor any of its Subsidiaries is under the
authority of a conservator, receiver, trustee or similar official or
is subject to any bankruptcy, insolvency or other similar proceeding
and no Default shall have occurred and be continuing or shall occur as
a result thereof, the Borrower and its Subsidiaries may make such
Investments in MPN as are necessary for MPN and its Subsidiaries (A)
to comply with the statutory reserve requirements for managed care
entities generally under the ▇▇▇▇-▇▇▇▇▇ Health Care Service Plan Act
of 1975 (or similar Requirements of Law) and (B) to satisfy claims
against MPN relating to patient care in the ordinary course of
business, all as otherwise expressly permitted under Section
5.02(e)(iii)(E);".
SECTION 2. Waiver of Certain Provisions of the Credit Agreement. Any
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and all Defaults and Events of Default under Section 6.01(f) of the Credit
Agreement that have occurred and are continuing
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as a result of the appointment of a conservator of MPN by the Department of
Corporations of the State of California and the filing by such conservator of a
petition for relief under the United States Bankruptcy Code on behalf of MPN
are, on and as of the Amendment Effective Date, hereby waived by the Lender
Parties.
SECTION 3. Conditions Precedent to the Effectiveness of this
-------------------------------------------------
Amendment and Waiver. This Amendment and Waiver shall become effective as of
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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 (i) counterparts of
this Amendment and Waiver executed by the Borrower and the Required Lenders
or, as to any of the Lender Parties, advice satisfactory to the
Administrative Agent that such Lender Party has executed this Amendment and
Waiver and (ii) the Consent attached hereto shall have been executed and
delivered by each of the Loan Parties other than the Borrower.
(b) The Lender Parties shall have received a true and complete copy of
the Amended and Restated MedPartners Provider Network, Inc. Management
Agreement entered into as of December 31, 1997 by and between MPN and the
Borrower.
(c) 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
and Waiver, 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).
(d) No event shall have occurred and be continuing, or shall result
from the effectiveness of this Amendment and Waiver, that constitutes a
Default other than the Defaults and Events of Default to be expressly
waived under Section 2.
The effectiveness of this Amendment and Waiver is further conditioned upon the
accuracy of all of the factual matters described herein. This Amendment and
Waiver 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
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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 and otherwise modified by this Amendment and
Waiver.
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(b) The Credit Agreement, the Notes and each of the other Loan
Documents, except to the extent of the amendments and waivers specifically
provided above, 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 and Waiver 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,
nor constitute a waiver of any provision of any of the Loan Documents.
SECTION 4. Costs and Expenses. The Borrower hereby agrees to pay,
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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) in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendment and Waiver 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.
SECTION 5. Execution in Counterparts. This Amendment and Waiver may
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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 and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.
SECTION 6. Governing Law. This Amendment and Waiver shall be
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governed by, and construed in accordance with, the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be executed by their respective officers, thereunto duly authorized,
as of the date first written above.
THE BORROWER
MEDPARTNERS, INC.
By_________________________________
Name:
Title:
THE ADMINISTRATIVE AGENT
NATIONSBANK, N.A.
By_________________________________
Name:
Title:
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THE LENDER PARTIES
NATIONSBANK, N.A., as a Lender,
the Swing Line Bank and the Issuing Bank
By_________________________________
Name:
Title:
AMSOUTH BANK
By_________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By_________________________________
Name:
Title:
THE CHASE MANHATTAN BANK
By_________________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By_________________________________
Name:
Title:
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DEBT STRATEGIES FUND, INC.
By_________________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By_________________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By_________________________________
Name:
Title:
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured Management,
Inc., as attorney in fact
By_________________________________
Name:
Title:
KZH HIGHLAND-2 LLC
By_________________________________
Name:
Title:
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ &
▇▇▇▇▇ INCORPORATED
By_________________________________
Name:
Title:
-▇-
▇▇▇▇▇▇▇ ▇▇▇▇▇ DEBT STRATEGIES
PORTFOLIO, INC.
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET
MANAGEMENT L.P., as Investment Advisor
By_________________________________
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MANAGEMENT, L.P.,
as Investment Advisor
By_________________________________
Name:
Title:
ML CBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By_________________________________
Name:
Title:
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By_________________________________
Name:
Title:
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▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By_________________________________
Name:
Title:
▇▇▇ CAPITAL FUNDING, LP
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By_________________________________
Name:
Title:
PAMCO CAYMAN, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By_________________________________
Name:
Title:
PILGRIM PRIME RATE TRUST
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By_________________________________
Name:
Title:
CITIBANK, N.A.
By_________________________________
Name:
Title:
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SCOTIABANC INC.
By_________________________________
Name:
Title:
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED,
as Agent for KEYPORT LIFE INSURANCE
COMPANY
By_________________________________
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By_________________________________
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
By_________________________________
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
By_________________________________
Name:
Title:
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▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT, INC.,
as Collateral Manager
By_________________________________
Name:
Title:
WACHOVIA BANK, N.A.
By_________________________________
Name:
Title:
Consent to Amendment and Waiver No. 4
to the Loan Documents
As of March 18, 1999
Reference is made to Amendment and Waiver No. 4 to the Loan Documents
dated as of March 18, 1999 (the "Amendment and Waiver") 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 and Amendment No. 3 to the Loan Documents dated as of February 9, 1999, the
"Credit Agreement") among MedPartners, Inc., a Delaware corporation, the Lenders
party thereto, 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, NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC, as Arranger therefor, and
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 Waiver and the performance of
the Credit Agreement, as amended and otherwise modified thereby, and hereby
confirms and agrees that, notwithstanding the effectiveness of the Amendment and
Waiver, 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 and
otherwise modified by the Amendment and Waiver.
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.
MEDGP, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
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MEDPARTNERS ACQUISITION CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
MEDPARTNERS AVIATION, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
MEDPARTNERS EAST, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
GEORGIA MEDPARTNERS MANAGEMENT,
INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
MEDPARTNERS-TEXAS, INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: President & CEO
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MEDPARTNERS INTEGRATED NETWORK-▇▇▇▇▇▇▇▇,
INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
MEDPARTNERS PROFESSIONAL
MANAGEMENT CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
ADS HEALTH MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
HEALTHWAYS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
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BAY AREA PRACTICE MANAGEMENT
GROUP, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
CHS MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
CAREMARK INTERNATIONAL INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
CAREMARK INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Treasurer
CAREMARK PHYSICIAN SERVICES OF TEXAS INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
-5-
PRESCRIPTION HEALTH SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
STRATEGIC HEALTHCARE MANAGEMENT, 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
-6-
CAREMARK RESOURCES CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
FRIENDLY HILLS HEALTHCARE
NETWORK INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
NORTH SUBURBAN CLINIC LTD.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
INPHYNET MEDICAL MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
INPHYNET ADMINISTRATIVE SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
-7-
INPHYNET MANAGED CARE, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
ACUTE CARE MEDICAL MANAGEMENT, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
BGS HEALTHCARE, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
HEALTH SERVICES OF PEMBROKE LAKES, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
HOME HEALTH AGENCY OF GREATER MIAMI, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
-8-
MEDPARTNERS MEDICAL MANAGEMENT, INC.
(Formerly know as INPHYNET MANAGED CARE
CONTRACTING SERVICES, INC.)
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
INPHYNET MANAGED CARE CONTRACTING SERVICES
OF CENTURY VILLAGE, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
INPHYNET MANAGED CARE OF SOUTH BROWARD, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
INPHYNET MEDICAL MANAGEMENT OF OHIO, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
-9-
▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
LFMG, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
PACIFIC MEDICAL GROUP, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
PACIFIC PHYSICIAN SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PPS EAST, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
-10-
PPS NORTH CAROLINA MEDICAL
MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PPS RIVERSIDE DIVISION ACQUISITION
AND MANAGEMENT CORP. I
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PPS VALLEY MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
PPS INDEMNITY, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PACIFIC PHYSICIAN SERVICES
ARIZONA, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
-11-
PACIFIC PHYSICIAN SERVICES
NEVADA, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------
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
-12-
▇▇▇▇▇▇▇ 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: Vice President & Treasurer of
MedGP, Inc.
MEDPARTNERS PHYSICIAN MANAGEMENT, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer of
MedGP, Inc.
MEDOHIO, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer of
MedPartners Acquisition Corporation
-13-
MEDTEN, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer of
MedPartners Acquisition Corporation
MEDTEX, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer of
MedPartners Acquisition Corporation
MEDPARTNERS PHYSICIAN SERVICES OF ILLINOIS
L.L.C.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer of
North Suburban Clinic, Ltd.
CERRITOS INVESTMENT GROUP
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Chief
Financial Officer of MedPartners,
Inc.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of
MedPartners, Inc.
-14-
CERRITOS INVESTMENT GROUP II
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Chief
Financial Officer of MedPartners,
Inc.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of
MedPartners, Inc.
FAMILY MEDICAL CENTER
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary of
Pacific Medical Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Chief
Financial Officer of MedPartners,
Inc.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of
MedPartners, Inc.
KS-PSI OF TEXAS L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer of
Caremark Physician Services
of Texas, Inc.