1
EXHIBIT 10.39
AMENDMENT NO. 14 TO THE LOAN DOCUMENTS
AMENDMENT NO. 14 TO THE LOAN DOCUMENTS dated as of December
16, 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, 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, and Amendment No. 13 to the Loan Documents dated as of November 5,
1999 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 Xxxxxx Guaranty Trust
Company of New York, as the Syndication Agents therefor, Banc of America
Securities LLC (formerly NationsBanc Xxxxxxxxxx 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.
(2) The Lender Parties have indicated their willingness to
agree to amend the Credit Agreement 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 to read as follows:
(a) Section 1.01 is hereby amended to amend the definition of
"California Transition Plan" to delete the date "December 31, 1999" in subclause
(D) thereof and to substitute therefor the new date "January 31, 2000, or such
later date as may be approved by the Administrative Agent in writing".
(b) Section 2.05(b) is hereby amended to delete the date
"December 31, 1999" in subclause (vii)(B) thereof and to substitute therefor the
new date " January 31, 2000, or such later date as may be approved by the
Administrative Agent in writing".
2
(c) Sections 5.02(b)(viii) and 5.02(e)(iii)(D) are hereby
amended to delete the phrase ", as in effect on the Amendment No. 7 Effective
Date" therefrom.
(d) Section 5.02(e)(iii)(E) is hereby amended in its entirety
as follows:
"(E) the Borrower in MPN and the other California Subsidiaries (I) with
the proceeds of payments made by the Borrower under the MedPartners
Funding Commitment, or (II) comprised of the issuance of the Letter of
Credit in favor of the Special Monitor-Examiner (as defined in the
California Settlement Agreement), with such Letter of Credit to (w)
have a face amount not to exceed $25,000,000, (x) provide that no draws
can be made thereunder prior to the adoption of the California
Transition Plan other than draws in an aggregate amount of not more
than $12,500,000 made in respect of those Managed Physician Practice
Provider Claims (as defined in the California Settlement Agreement)
that are specified in such Letter of Credit and (y) be otherwise as
required under the California Settlement Agreement,".
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 December 29, 1999, (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 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.
2
3
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 Xxxxxxxx & 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.
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.
3
4
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/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: EVP and CFO
THE ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A.
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
4
5
THE LENDER PARTIES
BANK OF AMERICA, N.A., as a Lender,
the Swing Line Bank and the Issuing Bank
By /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
AMSOUTH BANK
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ Xxxx Xxx Xxx
-------------------------------------
Name: Xxxx Xxx Xxx
Title: Vice President
CITIBANK, N.A.
By
-------------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
DEBT STRATEGIES FUND, INC.
By
-------------------------------------
Name:
Title:
5
6
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ L. Xxxxxxx Xxxxxxxx
-------------------------------------
Name: L. Xxxxxxx Xxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: SVP
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured Management, Inc., as
attorney in fact
By /s/ Xxxxxxx Xxxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signatory
KZH HIGHLAND-2 LLC
By
-------------------------------------
Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED
By
-------------------------------------
Name:
Title:
6
7
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO, INC.
BY: XXXXXXX XXXXX ASSET
MANAGEMENT L.P., as Investment Advisor
By
-------------------------------------
Name:
Title:
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
BY: XXXXXXX XXXXX ASSET MANAGEMENT,
L.P., as Investment Advisor
By
-------------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By
-------------------------------------
Name:
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
BY: XXXXXXX XXXXX 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:
7
8
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By
-------------------------------------
Name:
Title:
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxx Xxxxx Xxxxxx
-------------------------------------
Name: Xxxx Xxxxx Xxxxxx
Title: Vice President
XXX 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:
8
9
SCOTIABANC INC.
By /s/ Xxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx
Title: Relationship Manager
SRV-HIGHLAND, INC.
By
-------------------------------------
Name:
Title:
XXXXX XXX & XXXXXXX INCORPORATED,
as Agent for KEYPORT LIFE INSURANCE
COMPANY
By /s/ Xxxxx X. Good
-------------------------------------
Name: Xxxxx X. Good
Title: Vice President & Portfolio Manager
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
TRANSAMERICA LIFE INSURANCE AND
ANNUITY CO.
By
-------------------------------------
Name:
Title:
TRANSAMERICA PREMIER HIGH YIELD FUND
By
-------------------------------------
Name:
Title:
9
10
XXX XXXXXX PRIME RATE INCOME TRUST
By /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST
By /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX CLO II, LIMITED
BY: XXX XXXXXX MANAGEMENT, INC.,
as Collateral Manager
By /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
WACHOVIA BANK, N.A.
By /s/ Xxxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: S.V.P.
10
11
CONSENT TO AMENDMENT NO. 14
TO THE LOAN DOCUMENTS
As of December 16, 1999
Reference is made to Amendment No. 14 to the Loan Documents
dated as of December 16, 1999 (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, and Amendment No. 13 to the Loan
Documents dated as of November 5, 1999, 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 Xxxxxx Guaranty Trust
Company of New York, as the Syndication Agents therefor, Banc of America
Securities LLC (formerly NationsBanc Xxxxxxxxxx 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.
12
MEDGP, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
MEDPARTNERS ACQUISITION CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
MEDPARTNERS AVIATION, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
MEDPARTNERS EAST, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
GEORGIA MEDPARTNERS MANAGEMENT,
INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
MEDPARTNERS INTEGRATED NETWORK-
XXXXXXXX, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
2
13
MEDPARTNERS PROFESSIONAL
MANAGEMENT CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
ADS HEALTH MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
HEALTHWAYS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
BAY AREA PRACTICE MANAGEMENT
GROUP, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
CHS MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
3
14
CAREMARK INTERNATIONAL INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
CAREMARK INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
By /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
CAREMARK PHYSICIAN SERVICES OF TEXAS
INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
PRESCRIPTION HEALTH SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
4
15
STRATEGIC HEALTHCARE MANAGEMENT,
INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
CAREMARK INTERNATIONAL HOLDINGS INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MEDPARTNERS PHYSICIAN SERVICES INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
CAREMARK RESOURCES CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
FRIENDLY HILLS HEALTHCARE
NETWORK INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
5
16
MEDPARTNERS NSC LTD.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MEDPARTNERS ADMINISTRATIVE
SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MEDPARTNERS MANAGED CARE, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
ACUTE CARE MEDICAL MANAGEMENT, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
BGS HEALTHCARE, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
HOME HEALTH AGENCY OF GREATER
MIAMI, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
6
17
MEDPARTNERS MANAGED CARE OF SOUTH BROWARD, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
MEDPARTNERS MEDICAL MANAGEMENT OF OHIO, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
LFMG, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
PACIFIC MEDICAL GROUP, INC.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
PACIFIC PHYSICIAN SERVICES, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
PPS EAST, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
7
18
PPS NORTH CAROLINA MEDICAL
MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
PPS RIVERSIDE DIVISION ACQUISITION
AND MANAGEMENT CORP. I
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
PPS VALLEY MANAGEMENT, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
PPS INDEMNITY, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
PACIFIC PHYSICIAN SERVICES
ARIZONA, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
8
19
PACIFIC PHYSICIAN SERVICES
NEVADA, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
PHYSICIANS' HOSPITAL MANAGEMENT
CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
RELIANT HEALTHCARE SYSTEMS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
MEDPARTNERS/XXXXXXX MEDICAL
MANAGEMENT CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
XXXXXXX MEDICAL MANAGEMENT
CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
9
20
XXXXXXX HEALTH SERVICES
CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MEDPARTNERS ADMINISTRATION, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Treasurer
of Caremark Rx, Inc., the General
Partner
MEDPARTNERS PHYSICIAN
MANAGEMENT, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President of
Caremark Rx, Inc., the General
Partner
MEDOHIO, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer of MedGP, Inc.,
the General Partner
MED TENNESSEE, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
10
21
MEDTEX, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer of MedGP, Inc.,
the General Partner
MEDPARTNERS PHYSICIAN SERVICES OF
ILLINOIS L.L.C.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
North Suburban Clinic, Ltd.,
a Member
CERRITOS INVESTMENT GROUP
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Chief
Financial Officer of Caremark Rx, Inc.,
a Partner
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
Caremark Rx, Inc., a Partner
CERRITOS INVESTMENT GROUP II
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Chief
Financial Officer of Caremark Rx, Inc.,
a Partner
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
Caremark Rx, Inc., a Partner
11
22
5000 AIRPORT PLAZA, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Chief
Financial Officer of Caremark Rx, Inc.
the General Partner
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
Caremark Rx, Inc., the General Partner
KS-PSI OF TEXAS L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
MedPartners Physician Services, Inc.,
the General Partner
12
