AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER
Exhibit 10.1
EXECUTION VERSION
EXECUTION VERSION
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND WAIVER
This Amendment No. 3 to Credit Agreement and Waiver (this “Amendment”) is entered into as of March 7, 2014 by and among Catamaran Corporation (f/k/a SXC Health Solutions Corp.), a corporation organized under the laws of the Yukon Territory, Canada (the “Borrower”), JPMorgan Chase Bank, N. A., individually and as administrative agent (the “Administrative Agent”), and the other financial institutions signatory hereto.
RECITALS
A. The Borrower, the Administrative Agent and the Lenders are party to that certain Credit Agreement dated as of July 2, 2012 (as previously amended, the “Credit Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall have the meanings ascribed to them by the Credit Agreement.
B. The Borrower, the Administrative Agent and the undersigned Lenders wish to amend the Credit Agreement and waive certain provisions thereof on the terms and conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto agree as follows:
1. Amendment to Credit Agreement. Upon the Effective Date (as defined below), the Credit Agreement shall be amended as follows:
(a) Section 6.13 of the Credit Agreement is hereby deleted and replaced with the following:
LuxCo. The Borrower shall (a) not permit LuxCo to own any assets, engage in any business activity or have any liabilities other than (i) assets, activities and liabilities in connection with any LuxCo Transaction and (ii) activities incidental to the maintenance of its corporate existence and, in any event, shall not permit LuxCo to incur any Indebtedness except in connection with any LuxCo Transaction, Indebtedness under the Credit Documents and Indebtedness in respect of Guarantees of senior unsecured notes which are issued by the Borrower and permitted by Section 6.01 and (b) cause LuxCo to at all times after its formation be a direct Wholly-Owned Subsidiary.
2. Waiver. The Lenders hereby waive any Default arising out of a breach by the Borrower of any obligation it may previously have had under Section 5.09(b) of the Credit Agreement to cause one or more Subsidiaries which are not Subsidiary Guarantors to take the actions described in subsections 5.09(b)(i) – (iii) of the Credit Agreement; provided, however, that such waiver shall expire ten (10) Business Days after the Effective Date (or such greater number of days to which the Administrative Agent may agree) unless by such time the Borrower shall have caused the Subsidiaries identified on Schedule 1 hereto to take all such actions.
3. Representations and Warranties of the Borrower. The Borrower represents and warrants that as of the date hereof and as of the Effective Date:
(a) The execution, delivery and performance by the Borrower of this Amendment have been duly authorized by all necessary corporate action and that this Amendment is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;
(b) Each of the representations and warranties contained in the Credit Agreement (treating this Amendment as a Credit Document for purposes thereof) is true and correct in all material respects (but in all respects if such representation or warranty is qualified by “material” or “Material Adverse Effect”) on and as of the Effective Date as if made on such date, or to the extent such representations and warranties expressly relate to an earlier date, on and as of such earlier date; and
(c) After giving effect to this Amendment, no Default has occurred and is continuing.
4. Effective Date. This Amendment shall become effective upon the execution and delivery hereof by the Borrower, the Administrative Agent and the Required Lenders (without respect to whether it has been executed and delivered
- 1 -
by all the Lenders); provided that Sections 1 and 2 hereof shall not become effective until the date (the “Effective Date”) when the following additional condition has also been satisfied:
(a) The execution and delivery by the Borrower and the Subsidiary Guarantors of an Affirmation of Guaranties and Collateral Documents in substantially the form of Exhibit A hereto.
In the event the Effective Date has not occurred on or before March 14, 2014, Sections 1 and 2 hereof shall not become operative and shall be of no force or effect.
5. Reference to and Effect Upon the Credit Agreement.
(a) Except as specifically amended or waived above, the Credit Agreement and the other Credit Documents shall remain in full force and effect and are hereby ratified and confirmed. This Amendment shall constitute a Credit Document.
(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any Credit Document, nor constitute a waiver of any provision of the Credit Agreement (including without limitation any cross-default arising under the Credit Agreement by virtue of any defaults under other agreements (excluding the Credit Documents) resulting from the matters which are specifically waived hereby) or any Credit Document, except as specifically set forth herein. Upon the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby.
6. Costs and Expenses. The Borrower hereby affirms its obligation under Section 9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation, negotiation, execution and delivery of this Amendment, including but not limited to the reasonable and documented fees, charges and disbursements of attorneys for the Administrative Agent with respect thereto.
7. Governing Law. This Amendment shall be governed and construed in accordance with the internal laws (including, without limitation, Section 5-1401 of the general obligations law of New York, but otherwise without regard to the law of conflicts) of the State of New York.
8. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purposes.
9. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original but all such counterparts shall constitute one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile transmission or electronic mail shall be effective as delivery of manually executed counterpart hereof.
[signature pages follow]
- 2 -
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.
CATAMARAN CORPORATION, as Borrower
By | /s/ Xxxx Xxxx Xxxxxxx |
Name: Xxxx Xxxx Xxxxxxx
Title: Chairman & Chief Executive Officer
Title: Chairman & Chief Executive Officer
[Signature Page to Amendment No. 3 to Credit Agreement]
JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
By | /s/ Xxxx Xxxxxxx |
Name: | Xxxx Xxxxxxx |
Title: | Senior Vice President |
[Signature Page to Amendment No. 3 to Credit Agreement]
BANK OF AMERICA, N.A., as a Lender
By | /s/ Xxxxxxx Xxxxx |
Name: | Xxxxxxx Xxxxx |
Title: | Vice President |
[Signature Page to Amendment No. 3 to Credit Agreement]
Citibank, N.A., as a Lender
By | /s/ Xxxxx Xxxxxxx |
Name: | Xxxxx Xxxxxxx |
Title: | Vice President |
FIFTH THIRD BANK, as a Lender
By | /s/ Xxxxxxxxx X. Xxxx |
Xxxxxxxxx X. (Xxx) Xxxx | |
Vice President | |
[Signature Page to Amendment No. 3 to Credit Agreement]
PNC Bank, National Association, as a Lender
By | /s/ Xxxxxxx Xxxxxxxx |
Name: | Xxxxxxx Xxxxxxxx |
Title: | Vice President |
PNC BANK CANADA BRANCH, as a Lender
By | /s/ Xxxxxxxx Xxxxx |
Name: | Xxxxxxxx Xxxxx |
Title: | Senior Vice President |
By | /s/ Xxxx Xxxxx |
Name: | Xxxx Xxxxx |
Title: | SVP & Principal Officer |
[Signature Page to Amendment No. 3 to Credit Agreement]
Royal Bank of Canada, as a Lender
By | /s/ Xxxxx XxxXxxxx |
Name: | Xxxxx XxxXxxxx |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 3 to Credit Agreement]
SunTrust Bank, as a Lender
By | /s/ Xxxxxxx Xxxxxxxxxxxxx |
Name: | Xxxxxxx Xxxxxxxxxxxxx |
Title: | Director |
[Signature Page to Amendment No. 3 to Credit Agreement]
BARCLAYS BANK PLC, as a Lender
By | /s/ Xxxxxxx Xxxxxxxx |
Name: | Xxxxxxx Xxxxxxxx |
Title: | Assistant Vice President |
[Signature Page to Amendment No. 3 to Credit Agreement]
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By | /s/ Xxxxxx Xxxxxxxx | |
Name: | Xxxxxx Xxxxxxxx | |
Title: | Managing Director | |
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender
By | /s/ Xxxx Xxxxx |
Name: | Xxxx Xxxxx |
Title: | Vice President |
[Signature Page to Amendment No. 3 to Credit Agreement]
MIZUHO BANK, LTD., as a Lender
By | /s/ Xxxxxxx X. Xxxx |
Name: | Xxxxxxx X. Xxxx |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 3 to Credit Agreement]
TD BANK, N.A., as a Lender
By | /s/ Xxxx Xxxxxx |
Name: | Xxxx Xxxxxx |
Title: | Senior Vice President |
[Signature Page to Amendment No. 3 to Credit Agreement]
The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
By | /s/ Xxxxx X’Xxxxxxx |
Name: | Xxxxx X’Xxxxxxx |
Title: | Director |
[Signature Page to Amendment No. 3 to Credit Agreement]
XXXXX FARGO BANK, N.A., as a Lender
By | /s/ Xxxx Xxxxx |
Name: | Xxxx Xxxxx |
Title: | Director |
[Signature Page to Amendment No. 3 to Credit Agreement]
U.S. BANK, NATIONAL ASSOCIATION, as a Lender
By | /s/ Xxxxxx X. Xxxxxxx |
Name: | Xxxxxx X. Xxxxxxx |
Title: | Senior Vice President |
U.S. BANK, NATIONAL ASSOCIATION, Canadian Branch, as a Lender
By | /s/ Xxxxxx Xxxxxxx |
Name: | Xxxxxx Xxxxxxx |
Title: | Principal Officer |
[Signature Page to Amendment No. 3 to Credit Agreement]
KayBank National Association, as a Lender
By | /s/ Xxxxx Xxxxxx |
Name: | Xxxxx Xxxxxx |
Title: | Senior Vice President |
[Signature Page to Amendment No. 3 to Credit Agreement]
CREDIT SUISSE AG, Cayman Islands Branch, as a Lender
By | /s/ Xxxxxxxxxxx Xxx |
Name: | Xxxxxxxxxxx Xxx |
Title: | Authorized Signatory |
By | /s/ Xxxx-Xxxx Vauclair |
Name: | Xxxx-Xxxx Vauclair |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 3 to Credit Agreement]
BRANCH BANKING & TRUST COMPANY, as a Lender
By | /s/ Xxxxxxx X. Xxxxxx |
Xxxxxxx X. Xxxxxx | |
Senior Vice President | |
[Signature Page to Amendment No. 3 to Credit Agreement]
THE NORTHERN TRUST COMPANY, as a Lender
By | /s/ Xxxxxx X. Xxxxx |
Name: | Xxxxxx X. Xxxxx |
Title: | Senior Vice President |
[Signature Page to Amendment No. 3 to Credit Agreement]
Xxxxxx Xxxxxxx Bank, N.A., as a Lender
By | /s/ Xxxxx Xxx |
Name: | Xxxxx Xxx |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 3 to Credit Agreement]
Capital One, N.A. as a Lender
By | /s/ Xxxx Xxxxxxx |
Name: | Xxxx Xxxxxxx |
Title: | Vice President |
[Signature Page to Amendment No. 3 to Credit Agreement]
The Bank of East Asia, Ltd., New York Branch, as a Lender
By | /s/ Kitty Sin |
Name: | Kitty Sin |
Title: | SVP |
By | /s/ Xxxxx Xxxxx |
Name: | Xxxxx Xxxxx |
Title: | SVP & COO |
[Signature Page to Amendment No. 3 to Credit Agreement]
MANUFACTURERS BANK, as a Lender
By | /s/ Xxxxxxx Xxx |
Name: | Xxxxxxx Xxx |
Title: | Vice President |
[Signature Page to Amendment No. 3 to Credit Agreement]
TAIWAN COOPERATIVE BANK, LOS ANGELES BRANCH, as a Lender
By | /s/ Li-Xxx Xxxxx |
Name: | Li-Xxx Xxxxx |
Title: | VP&GM |
[Signature Page to Amendment No. 3 to Credit Agreement]
FIRST NATIONAL BANK OF OMAHA, as a Lender
By | /s/ Xxxxxx Xxxx |
Name: | Xxxxxx Xxxx |
Title: | Director |
[Signature Page to Amendment No. 3 to Credit Agreement]
EXHIBIT A
AFFIRMATION OF GUARANTY AND COLLATERAL DOCUMENTS
Each of the undersigned (i) acknowledges receipt of a copy of that certain Amendment No. 3 to Credit Agreement and Waiver dated as of the date hereof (the “Amendment”) amending that certain Credit Agreement dated as of July 2, 2012 (the “Credit Agreement”) referred to therein, (ii) consents to the Amendment and each of the transactions referenced therein, (iii) hereby reaffirms its obligations under the Parent Guaranty, the Subsidiary Guaranty and each other Collateral Document to which it is a party (including, without limitation all grants of a security interest in its property contained therein), as applicable, and (iv) agrees that all references in any such other Credit Document to the “Credit Agreement” shall mean and be a reference to the Credit Agreement as amended by the Amendment. Capitalized terms used herein, but not otherwise defined herein, shall have the meanings ascribed to such terms in the Credit Agreement, as amended by the Amendment.
Dated as of March [__], 2014
[signature page follows]
CATAMARAN CORPORATION
By | |
Name: | |
Title: | |
CATAMARAN LLC (successor by conversion to Catamaran inc.)
By | |
Name: | |
Title: | |
CATAMARAN PBM OF ILLINOIS, INC.
By | |
Name: | |
Title: | |
CATAMARAN HEALTH SOLUTIONS, LLC
By | |
Name: | |
Title: | |
CATAMARAN PBM OF MARYLAND, INC.
By | |
Name: | |
Title: | |
CATAMARAN PBM OF ILLINOIS II, INC.
By | |
Name: | |
Title: | |
COALITION FOR ADVANCED PHARMACY SERVICES, LLC
By | |
Name: | |
Title: | |
CATAMARAN S.Á.X.X.
By | |
Name: | |
Title: | |
CATAMARAN HOLDINGS I, LLC
By | |
Name: | |
Title: | |
RESTAT, LLC
By | |
Name: | |
Title: | |
SCHEDULE 1
REQUIRED SUBSIDIARY GUARANTORS
1. | Catamaran PBM of Colorado, LLC (f/k/a HealthTran LLC) |
2. | Catamaran Rx CHSS, LLC (f/k/a Catalyst Rx CHSS, LLC) |
3. | Catamaran PBM of Pennsylvania, LLC (f/k/a FutureScripts, LLC) |
4. | Catamaran Rebate Management, Inc. (f/k/a Catalyst Rx Rebate Management, Inc.) |
5. | BriovaRx of Maine, Inc. (f/k/a Portland Professional Pharmacy Associates) |
6. | BriovaRx, LLC (f/k/a MedfusionRx, LLC) |
