AMENDMENT NO. 6

1
EXHIBIT 10.1

AMENDMENT NO. 6

DATED AS OF JANUARY 1, 2001

LOAN AND SECURITY AGREEMENT

AS AMENDED

DATED AS OF JUNE 5, 1997

AMONG

ACCREDO HEALTH, INCORPORATED AND ITS SUBSIDIARIES

AND

BANK OF AMERICA, N.A.,

FIRST TENNESSEE BANK NATIONAL ASSOCIATION

AND

XXXXX BROTHERS XXXXXXXX & CO.

AND

BANK OF AMERICA, N.A., AS AGENT

TABLE OF CONTENTS

Page

1. Definitions...........................................................................1

2. Amendments to Agreement...............................................................1

3. Representations and Warranties........................................................6
3.1. Incorporation....................................................................7
3.2. Due Authorization, No Conflicts, Etc.............................................7
3.3. Due Execution, Etc...............................................................7

4. Conditions Precedent..................................................................8
4.1. Conditions Precedent to Effectiveness of Amendment No. 6.........................8

5. Effectiveness of Amendment No. 6......................................................8

6. Closing...............................................................................9

7. Governing Law, Etc....................................................................9

8. Section Titles and Table of Contents..................................................9

9. Waiver of Jury Trial..................................................................9

10. Counterparts..........................................................................9

11. Agreement to Remain in Effect.........................................................9

AMENDMENT NO. 6 dated as of January 1, 2001 under and to that certain
Loan and Security Agreement dated as of June 5, 1997 as amended by Amendment No.
1 dated August 28, 1998, as further amended by Amendment No. 2 dated March 1,
1999, as further amended by Amendment No. 3 dated as of October 14, 1999,
Amendment No. 4 dated December 3, 1999 and as further amended by Amendment No. 5
dated July 7, 2000 (collectively, the "Agreement"), among Accredo Health,
Incorporated (formerly Nova Holdings, Inc.), a Delaware corporation (the
"Borrower"); the Guarantors, jointly and severally; each of the undersigned
Banks (in such capacity, the "Banks"), and Bank of America, N.A. (successor to
NationsBank, N.A.), as Agent for the Banks (in such capacity, the "Agent").

WITNESSETH:

WHEREAS, the Borrower, the Guarantors, the Banks and the Agent are
parties to the Agreement; and

WHEREAS, the Borrower has requested that the Banks agree to a reduction
in the nonuse fees as well as a restructuring of the Applicable LIBO Rate Margin
and Applicable Prime Rate Margin, and the Banks have agreed to such reductions
as well as to an extension of the Loan Termination Date provided that the
Borrower reduces the amount available under the Commitments (subject to increase
upon payment of an additional fee) and that the Borrower agrees to maintain a
Funded Debt to Cash Flow ratio of not more than 2.75 to 1.0 instead of 3.50 to
1.0; and

WHEREAS, Bank and Borrower have both agreed to eliminate the existing
Borrowing Base provisions and definitions contained in the Agreement;

NOW THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and legal sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. DEFINITIONS. All capitalized terms used in this Amendment No.
6 which are not otherwise defined herein shall have the respective meanings
ascribed thereto in the Agreement.

2. AMENDMENTS TO AGREEMENT.

2.1. Section I of the Agreement, DEFINITIONS, is hereby
amended by deleting the definitions of "Applicable LIBO Rate Margin",
"Applicable Prime Rate Margin", "Borrowing Base", "Borrowing Base Adjustment
Date", "Borrowing Base Reference Period", and "Financial Statements" and by
adding thereto the following new definitions as follows:

"AMENDMENT NO. 6 EFFECTIVE DATE" has the meaning specified in
Section 5 of this Amendment No. 6.

"APPLICABLE LIBO RATE MARGIN" means two percent (2.00%) per
annum; provided however, that during any fiscal quarter of the Borrower
where the Borrower shall have satisfied the Funded Debt to Cash Flow
ratio test indicated in the table below, then the

Applicable LIBO Rate Margin for the Effective Period (as defined below)
shall be the percentage rate per annum set forth opposite the
appropriate test in the table below:

Funded Debt to Cash Flow Applicable LIBO Rate Margin
------------------------ ---------------------------

Greater than 2.25 to 1.0 2.00% per annum

Equal to or Less than 2.25:1.0 and Greater than 1.50:1.0 1.50% per annum

Equal to or Less than 1.50:1.0 and Greater than 0.75:1.0 1.00% per annum

Equal to or Less than 0.75 to 1.0 0.75% per annum

The Funded Debt to Cash Flow ratio shall be computed generally
as set forth in Paragraph 6.17(C) with Cash Flow being computed on a
rolling four (4) quarter basis after giving Pro-Forma Effect to any
Permitted Acquisition or Indebtedness associated therewith, and the
Applicable LIBO Rate Margin shall be confirmed by the Agent on the
basis of quarter-annual financial statements of the Borrower delivered
to the Banks pursuant to Paragraph 6.2(B) and year end financial
statements delivered pursuant to Paragraph 6.2(C). The "Effective
Period" shall be the period commencing on the first Business Day of the
first month following delivery to the Agent of the financial statements
of the Borrower pursuant to Paragraphs 6.2(B) and 6.2(C), which
financial statements indicate that the applicable test set forth above
has been satisfied for the preceding fiscal quarter, and ending on the
date that is three months after such commencement date. At the end of
any Effective Period, the Applicable LIBO Rate Margin shall
automatically become two percent (2.00%) per annum unless at or prior
to such time the next Effective Period shall have commenced.

"APPLICABLE PRIME RATE MARGIN" means zero percent (0.0%) per
annum; provided however, that during any fiscal quarter of the Borrower
where the Borrower shall have satisfied the Funded Debt to Cash Flow
ratio test indicated in the table below, the Applicable Prime Rate
Margin for the Effective Period (as defined below) shall be the
percentage rate per annum set forth opposite the appropriate test in
the table below:

Funded Debt to Cash Flow Applicable Prime Rate Margin
------------------------ ----------------------------

Greater than 2.25 to 1.0 0.0% per annum

Equal to or Less than 2.25:1.0 and Greater than 1.50:1.0 -0.25% per annum

Equal to or Less than 1.50:1.0 and Greater than 0.75:1.0 -0.50% per annum

Equal to or Less than 0.75 to 1.0 -0.75% per annum

The Funded Debt to Cash Flow ratio shall be computed generally
as set forth in Paragraph 6.17(C) with Cash Flow being computed on a
rolling four (4) quarter basis after giving Pro-Forma Effect to any
Permitted Acquisition or Indebtedness associated therewith, and the
Applicable Prime Rate Margin shall be confirmed by the Agent on the
basis of the quarter-annual financial statements of the Borrower
delivered to the Banks pursuant to Paragraph 6.2(B) and year end
financial statements delivered pursuant to Paragraph 6.2(C). The
"Effective Period" shall be the period commencing on the first Business
Day of the first month following delivery to the Agent of the financial
statements of the Borrower pursuant to Paragraphs 6.2(B) and 6.2(C),
which financial statements indicate that the applicable test set forth
above has been satisfied for the preceding fiscal quarter, and ending
on the date that is three months after such commencement date. At the
end of any Effective Period, the Applicable Prime Rate Margin shall
automatically become zero percent (0.0%) per annum unless at or prior
to such time the next Effective Period shall have commenced.

"FINANCIAL STATEMENTS" means the consolidated and
consolidating balance sheets of the Borrower and its Subsidiaries as of
June 30, 2000 and December 31, 2000 and statements of income and
shareholders equity for the years or months ended on such dates.

In addition to the foregoing new definitions, the following definition are
hereby amended:

"Loan Termination Date" is hereby amended to replace the date of
December 1, 2001 with the date of December 1, 2003.

"Unutilized Revolving Commitment" is hereby amended to delete the
clause "without regard to any Borrowing Base limitations" and to replace it with
the clause "as set forth in Paragraph 2.1 hereof, with such Commitment to be
calculated based on Total Commitments of $30,000,000 unless and until an
additional fee has been paid pursuant to Paragraph 2.1(B) and the Total
Commitments have been increased in accordance with 2.1(B) to $60,000,000,".

2.2. Paragraph 2.1 of the Agreement is hereby amended to
delete the last sentence of Subparagraph 2.1(E), and further to delete in their
entirety Subparagraphs (A) and (B) thereof and to replace them with the
following Subparagraphs (A) and (B) as follows:

(A) Subject to the terms and conditions of and
relying on the representations, warranties and covenants
contained in this Agreement, through the day prior to the Loan
Termination Date, each Bank agrees to fund severally but not
jointly to the Borrower the amount set out opposite their
names, which for all of the Banks shall be initially an
aggregate maximum principal amount of up to Sixty Million
Dollars ($60,000,000.00); provided, the principal balance of
the Revolving Loans committed and/or outstanding shall not
exceed the aggregate amount of Thirty Million Dollars
($30,000,000.00) (and each Bank's Commitment shall not exceed
its Commitment Percentage multiplied by $30,000,000.00) unless
and until the Borrower shall have satisfied each of the
criteria specified in Subparagraph (B) below for increasing
the Total Commitments to Sixty Million Dollars
($60,000,000.00). The maximum Commitment of each of the Banks
and its respective percentage of the Total Commitments (the
"Commitment Percentage" of each Bank) are as follows:

ACQUISITION LOAN COMMITMENT
BANK COMMITMENT AMOUNT PERCENTAGE
---------------------------------------------------------------------------------------------------------

Bank of America, N.A. $15,000,000/$30,000,000 50%
---------------------------------------------------------------------------------------------------------
Xxxxx Brothers Xxxxxxxx & Co. $ 5,000,000/$10,000,000 16.6667%
---------------------------------------------------------------------------------------------------------
First Tennessee Bank National $10,000,000/$20,000,000 33.3333%
Association
---------------------------------------------------------------------------------------------------------
TOTAL COMMITMENTS $30,000,000/$60,000,000 100%
---------------------------------------------------------------------------------------------------------

The Revolving Loans shall be evidenced by the (i) Thirty
Million Dollar ($30,000,000.00) Note of Borrower to Bank of
America, N.A., (ii) the Ten Million Dollar ($10,000,000.00)
Note of Borrower to Xxxxx Brothers Xxxxxxxx & Co., and (iii)
the Twenty Million Dollar ($20,000,000.00) Note of Borrower to
First Tennessee Bank National Association, which Notes are
substantially in the form set forth in Exhibit A attached
hereto, with each Note payable in accordance with its terms.
The Borrower may obtain Loans, repay without penalty or
premium except as set forth in Paragraph 2.9 below and
reborrow hereunder, from the date of this Agreement up to the
day prior to the Loan Termination Date, the then available
Revolving Loan Commitments or any lesser sum which is in the
minimum amount of Two Hundred Fifty Thousand Dollars
($250,000.00) and in an integral multiple

of Fifty Thousand Dollars ($50,000.00) if in excess thereof;
provided, however, Borrower may not borrow more than two (2)
times in any calendar week. Each advance of the Revolving
Loans hereunder shall be made by each Bank ratably in
accordance with its respective Commitment Percentage of such
advance.

(B) The Banks hereby agree to increase from
Thirty Million Dollars ($30,000,000.00) to Sixty Million
Dollars ($60,000,000.00) the Total Commitments set forth in
Subparagraph (A) above upon the occurrence of (i) 15 days
prior written notice from the Borrower to the Agent and each
of the Banks of the Borrower's election to increase the Total
Commitments from $30,000,000 to $60,000,000; (ii) the payment
by the Borrower to the Agent for the account of each Bank of
an additional Commitment Fee equal to $60,000.00 in the
aggregate if paid in calendar year 2001, $75,000.00 in the
aggregate if paid in calendar year 2002, and $90,000.00 in the
aggregate if paid in 2003; and (iii) the delivery by the
Borrower to the Agent of a current compliance certificate
certifying and demonstrating that there is no Event of Default
in existence hereunder, the Borrower is presently in
compliance with all financial covenants, and, following the
increase in the Total Commitments to $60,000,000, the Borrower
will continue to be in compliance with all existing financial
covenants set forth in the Agreement.

2.3. Paragraph 2.3(G) is hereby amended to replace "2.5%
per annum" where it appears in the sixth line of the first sentence thereof with
"2% per annum" and also to replace the Funded Debt to Cash Flow table which
appears at the very end of said sentence with the following table of Funded Debt
to Cash Flow as follows:

Funded Debt to Cash Flow Percentage Rate
------------------------ ---------------

Greater than 2.25 to 1.0 2.00% per annum

Equal to or Less than 2.25:1.0 and Greater than 1.50:1.0 1.50% per annum

Equal to or Less than 1.50:1.0 and Greater than 0.75:1.0 1.00% per annum

Equal to or Less than 0.75 to 1.0 0.75% per annum

2.4. Paragraph 2.4 is hereby amended to delete "0.30% per
annum" where it appears therein with the figure of "0.25% per annum" and to
replace the Funded Debt to Cash Flow table at the end of the first sentence with
the following table of Funded Debt to Cash Flow and applicable Percentage Rate
as follows:

Funded Debt to Cash Flow Percentage Rate
------------------------- ----------------

Greater than 2.25 to 1.0 0.25% per annum

Equal to or Less than 2.25:1.0 and Greater than 1.50:1.0 0.20% per annum

Equal to or Less than 1.50:1.0 and Greater than 0.75:1.0 0.20% per annum

Equal to or Less than 0.75 to 1.0 0.15% per annum

2.5. Paragraph 5.9 is hereby amended to delete the date of
March 31, 1997 in each place where it appears in Paragraph 5.9, and the Borrower
and each Guarantor hereby warrant and represent to the Agent and each Bank that
the provisions of Paragraph 5.9 as herein amended with respect to the Financial
Statements (as such definition has been amended in this Amendment No. 6) are
true and correct.

2.6. Paragraph 6.2(D) is hereby amended to delete the
clause "a Borrowing Base Calculation Certificate in the form of Exhibit M hereto
as well as".

2.7. Paragraph 6.17(C) is hereby amended to replace "3.50
to 1.0" with "2.75 to 1.0".

2.8. Exhibits H, I, J, K and L to the Agreement are hereby
deleted and replaced by Exhibits H, I, J, K and L attached hereto, which
replacement Exhibits the Borrower and each Guarantor jointly and severally
represent and warrant to the Agent and each Bank to be true and correct as of
the date of this Amendment No. 6.

2.9. The Borrower hereby agrees to pay to the Agent to the
benefit of the Banks on a prorated basis a fee of One Hundred Twenty Thousand
Dollars ($120,000.00) in connection herewith and in consideration of this
Amendment, said fee to be payable contemporaneously with the execution hereof.

3. REPRESENTATIONS AND WARRANTIES. To induce the Banks and the
Agent to enter into this Amendment No. 6, Borrower and Guarantors jointly and
severally represent and warrant to the Banks and the Agent as follows:

3.1. INCORPORATION. Accredo Health, Incorporated is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and is qualified to transact business in the State of
Tennessee; Nova Factor, Inc., Southern Health Systems, Inc., Hemophilia Health
Services, Inc. (successor to Horizon Health Systems, Inc.) and AHI Pharmacies,
Inc. are corporations duly organized, validly existing and in good standing
under the laws of the State of Tennessee; Sunrise Health Management, Inc., is a
corporation duly organized and validly existing and in good standing under the
laws of the State of Georgia; Childrens Hemophilia Services is a general
partnership duly formed and validly existing under the laws of the State of
California; each of the foregoing entities has the lawful power to own its
properties and to

engage in the business it now conducts, and each corporation is duly qualified
and in good standing as a foreign corporation in the jurisdictions wherein the
nature of the business transacted by it or property owned by it is both material
and makes qualification necessary; Accredo Health, Incorporated has its chief
executive office and principal place of business in Memphis, Tennessee, and each
of the other entities has its chief executive office and principal place of
business located in either Nashville, Tennessee or Memphis, Tennessee, except
for Sunrise Health Management, Inc., which has its principal office in Norcross,
Georgia, and Childrens Hemophilia Services which has its principal office in Los
Angeles, California.

3.2. DUE AUTHORIZATION, NO CONFLICTS, ETC. The execution,
delivery and performance by the Borrower and Guarantors of this Amendment No. 6
and any and all other agreements, instruments and documents to be executed
and/or delivered by the Borrower or any Guarantor pursuant hereto or in
connection herewith, and the consummation by Borrower and Guarantors of the
transactions contemplated hereby or thereby: (a) are within the corporate and/or
partnership powers of each; (b) have been duly authorized by all necessary
corporate and/or partnership action, including without limitation, the consent
of stockholders/partners where required; (c) do not and will not (i) contravene
the respective certificate of incorporation or by-laws or other comparable
governing documents of Borrower or any Guarantor, (ii) violate any Laws, or any
order or decree of any court or governmental authority, or (iii) conflict with
or result in the breach of, or constitute a default under, or result in the
termination of, any material contractual obligation of Borrower or any
Guarantor, and (d) do not require the consent, authorization by, or approval of,
or notice to, or filing or registration with, any governmental authority or any
other Person other than those which have been obtained and copies of which have
been delivered to the Agent pursuant to Subsection 4.1(a)(ii) hereof, each of
which is in full force and effect.

3.3. DUE EXECUTION, ETC. This Amendment No. 6 and each of
the other agreements, instruments and documents to be executed and/or delivered
by Borrower or any Guarantor pursuant hereto or in connection herewith (a) has
been duly executed and delivered, and (b) constitutes the legal, valid and
binding obligation of each, enforceable against it in accordance with its terms,
subject however to state and federal bankruptcy, insolvency, reorganization and
other laws and general principles of equity affecting enforcement of the rights
of creditors generally.

4. CONDITIONS PRECEDENT. The effectiveness of this Amendment
No. 6 is subject to the fulfillment of the following conditions precedent on or
prior to the Amendment No. 6 Effective Date (as hereinafter defined in Section 5
hereof):

4.1. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT
NO. 6. The Agent shall have received, on or prior to the Amendment No. 6
Effective Date, the following, each dated on or prior to the Amendment No. 6
Effective Date unless otherwise indicated, in form and substance satisfactory to
the Agent and in sufficient copies for each Bank:

(a) Certified copies of (i) the resolutions of
the Board of Directors and/or Partners of Borrower and each Guarantor approving
this Amendment No. 6 and each other agreement, instrument or document to be
executed by them pursuant hereto or as contemplated hereby, and (ii) all
documents evidencing other necessary corporate or partnership action and

required governmental and third party approvals, licenses and consents with
respect to this Amendment No. 6 and the transactions contemplated hereby.

(b) A certificate of the Secretary or an
Assistant Secretary of Borrower and each Guarantor certifying the names and true
signatures of the officers of Borrower and each corporate Guarantor who have
been authorized to execute on behalf of Borrower and such corporate Guarantor
this Amendment No. 6 and any other agreement, instrument or document executed or
to be executed by Borrower and any Guarantor in connection herewith.

(c) A certificate dated the Amendment No. 6
Effective Date signed by the President or any Vice-President of Borrower, to the
following effect:

(i) The representations and warranties of the
Borrower contained in Sections 3.1, 3.2 and 3.3 of this Amendment No. 6
are true and correct on and as of such date as though made on and as of
such date;

(ii) No Default or Event of Default has occurred
and is continuing, and no Default or Event of Default would result from
the execution and delivery of this Amendment No. 6 or the other
agreements, instruments and documents contemplated hereby; and

(iii) The Borrower has paid or agreed to pay all
amounts payable by it pursuant to the Agreement as amended hereby
(including, without limitation, all legal fees and expenses of Banks'
counsel incurred in connection herewith) to the extent then due and
payable.

5. EFFECTIVENESS OF AMENDMENT NO. 6. This Amendment No. 6 and the
Exhibits attached hereto shall become effective at such time as (a) each of the
conditions precedent set forth in Section 4.1 hereof shall have been satisfied,
and (b) counterparts of this Amendment No. 6, executed and delivered by the
Borrower, the Guarantors, the Banks and the Agent shall have been received by
the Agent (or, alternatively, confirmation of the execution hereof by such
parties shall have been received by the Agent). The date upon which the
conditions described in clauses (a) and (b) of the foregoing sentence shall have
been fulfilled is referred to herein as the "Amendment No. 6 Effective Date".

6. CLOSING. The Closing under this Amendment No. 6 shall occur on
the Amendment Effective Date at the offices of Boult, Cummings, Xxxxxxx & Xxxxx,
PLC, 000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx 00000, or such other location as the
parties may agree.

7. GOVERNING LAW, ETC. This Amendment No. 6 shall be governed by,
and construed in accordance with, the laws of the State of Tennessee as provided
in Section 10.9 of the Agreement, which Section is incorporated herein by
reference and made a part hereof as though set forth in full herein.

8. SECTION TITLES AND TABLE OF CONTENTS. The Section Titles and
Table of Contents contained in this Amendment No. 6 are and shall be without
substantive meaning or content of any kind whatsoever and are not a part of the
agreement among the parties hereto.

9. WAIVER OF JURY TRIAL. EACH PARTY HERETO, INCLUDING THE
BORROWER, EACH SUBSIDIARY, THE BANKS, AND THE AGENT, HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE (TO THE EXTENT PERMITTED BY APPLICABLE LAWS)
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER,
RELATING TO, OR CONNECTED WITH THIS AGREEMENT, THE COLLATERAL OR ANY OTHER
AGREEMENT, INSTRUMENT OR DOCUMENT CONTEMPLATED HEREBY OR DELIVERED IN CONNECTION
HEREWITH AND AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING
WITHOUT A JURY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANKS' AND THE
AGENT ENTERING INTO THIS AGREEMENT.

10. COUNTERPARTS. This Amendment No. 6 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 instrument.

11. AGREEMENT TO REMAIN IN EFFECT. Except as expressly provided
herein, the Agreement and each other Collateral Document shall be and shall
continue in full force and effect in accordance with its respective terms.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6
to be executed by their respective officers thereunto duly authorized, as of the
date first above written.

AGENT BORROWER
----- --------

BANK OF AMERICA, N.A., ACCREDO HEALTH, INCORPORATED
as Agent

BY: /s/ Xxxxxxxxx X. Xxxx BY: /s/ Xxxx Xxxxxxxxx
----------------------------------- ----------------------------------------

TITLE: Sr, Vice President TITLE: CFO
-------------------------------- -------------------------------------

BANKS GUARANTORS AND SUBSIDIARIES
----- ---------------------------

BANK OF AMERICA, N.A. SOUTHERN HEALTH SYSTEMS, INC.

BY: /s/ Xxxxxxxxx X. Xxxx BY: /s/ Xxxx Xxxxxxxxx
----------------------------------- ----------------------------------------

TITLE: Sr. Vice President TITLE: CFO
-------------------------------- ------------------------------------

FIRST TENNESSEE BANK NATIONAL NOVA FACTOR, INC.
ASSOCIATION

BY: /s/ Xxx Xxxxxx BY: /s/ Xxxx Xxxxxxxxx
----------------------------------- ----------------------------------------

TITLE: Sr. Vice President TITLE: CFO
-------------------------------- -------------------------------------

XXXXX BROTHERS XXXXXXXX & CO. HEMOPHILIA HEALTH SERVICES, INC.
(successor to Horizon Health Systems, Inc.)

BY: /s/ Xxxxxxx X. Xxxxxx BY: /s/ Xxxx Xxxxxxxxx
----------------------------------- ----------------------------------------

TITLE: Vice President TITLE: CFO
------------------------------- -------------------------------------

AHI PHARMACIES, INC.

BY: /s/ Xxxx Xxxxxxxxx
----------------------------------

TITLE: CFO
-------------------------------

SUNRISE HEALTH MANAGEMENT, INC.

BY: /s/ Xxxx Xxxxxxxxx
----------------------------------

TITLE: CFO
-------------------------------

CHILDRENS HEMOPHILIA SERVICES

BY: Hemophilia Health Services, Inc.,
general partner

BY: /s/ Xxxx Xxxxxxxxx
------------------------------

TITLE: CFO
---------------------------

EXHIBIT H
CORPORATE MATTERS

State of Incorporation of Subsidiaries

Nova Factor, Inc. Tennessee

Southern Health Systems, Inc. Tennessee

Hemophilia Health Services, Inc. Tennessee

AHI Pharmacies, Inc. Tennessee

Sunrise Health Management, Inc. Georgia

States of Qualification

Accredo Health, Incorporated Tennessee
California

Nova Factor, Inc. Alabama
California
Florida
Georgia
Illinois
Montana
Texas

Hemophilia Health Services, Inc. California
Oklahoma

AHI Pharmacies, Inc. Florida
California
North Carolina

Stock Ownership

Accredo Health, Incorporated owns the following outstanding shares of
stock or partnership interests of each Subsidiary listed below:

Nova Factor, Inc. One Hundred Percent (100%) is owned by
Southern Health Systems, Inc.

Southern Health Systems, Inc. One Hundred Percent (100%)

Hemophilia Health Services, Inc. One Hundred Percent (100%) (as of June 1,
1997)

AHI Pharmacies, Inc. One Hundred Percent (100%) is owned by
Nova Factor, Inc.

Sunrise Health Management, Inc. One Hundred Percent (100%) is owned by
Hemophilia Health Services, Inc.

Children's Hemophilia Services 80% is owned by Hemophilia Health Services,
Inc.

Other Subsidiaries

A. Nova Factor, Inc. has the following partnership interests:

Texas Health Pharmaceutical Resources: Equity Ownership of 50%

Teddy Bear Home Care - Drug Therapies,
d/b/a Xxxx Children's Home Health: Equity Ownership of 50%

Children's Memorial Home Hemophilia Services
d/b/a CM Factorcare: Equity Ownership of 50%

Children's Home Services Equity Ownership of 50%

Children's Biotech Pharmacy Services Equity Ownership of 50%

B. Hemophilia Health Services has the following partnership interests:

Specialized Pharmacy Services: Equity Ownership of 50%

Children's National Hemophilia Care Equity Ownership of 50%

EXHIBIT I
ADDRESSES

The following are the addresses of all of the places of business of the
Borrower and each Subsidiary as defined in the Loan and Security Agreement:

Accredo Health, Incorporated
0000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxxx 000, 103, 104, 105
Xxxxxxx, Xxxxxxxxx 00000

Nova Factor, Inc.
0000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000-000
Xxxxxxx, Xxxxxxxxx 00000

Nova Factor, Inc.
0000 Xxxxx Xxxxx Xxxxx
Xxxxxx, Xxxxxxx 00000

Southern Health Systems, Inc.
0000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000

Hemophilia Health Services, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000

Texas Health Pharmaceutical Resources
0000 Xxx. 000, Xxxxx 000
Xxxxx Xxxxxxx, Xxxxx 00000

Teddy Bear Home Care/Drug Therapies
d/b/a Xxxx Childrens Home Health
0000 Xxx. 000, Xxxxx 000X
Xxxxx Xxxxxxx, Xxxxx 00000

Children's Memorial Home Hemophilia Services
d/b/a CM Factorcare
0000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000

Sunrise Health Management, Inc.
0000-X, X, X & X Xxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000

AHI Pharmacies, Inc.
0000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000

AHI Pharmacies, Inc.
0000 Xxxxxxxxx Xxxx.
Xxxxxxxxxxxx, Xxxxxxx 00000

AHI Pharmacies, Inc.
00000 Xxxxx Xxxxxx
Xxxx 0
Xxxxxx Xxxxx, Xxxxxxxxxx 00000

AHI Pharmacies, Inc.
0000 X Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Childrens Hemophilia Services
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000

Children's Home Services
0000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000

Specialized Pharmaceutical Services, Inc.
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000

Children's National Hemophilia Care
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000

Children's Biotech Pharmacy Services
0000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxxx 00000

INVENTORY LOCATIONS

The following are the addresses of all of the inventory locations of the
Borrower and each subsidiary as defined in the Loan and Security Agreement:

Owner of Inventory *(1)
Address\ Inventory Amount
--------- ------------------ --------------

Nova Factor, Inc. Nova Factor, Inc. $15,000,000.00
0000 Xxxxxxx Xxxxxx Xxxx.
Xxxxx 000
Xxxxxxx, XX 00000

Nova Factor, Inc. NFI $ 1,100,000.00
0000 Xxxxx Xxxxx Xxxxx
Xxxxxx, XX 00000

Hemophilia Health Services, Inc. HHS $ 7,000,000.00
0000 Xxxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxx, XX 00000

Texas Health Pharmaceutical Resources NFI $ 1,100,000.00
Nova Factor - Xxxxxx
Xxxx Children's Home Health
0000 Xxx. 000, Xxxxx 000
Xxxxx Xxxxxxx, XX 00000

AHI Pharmacies, Inc. AHI $ 500,000.00
00000 Xxxxx Xxxxxx
Xxxx 0
Xxxxxx Xxxxx, Xxxxxxxxxx 00000

AHI Pharmacies, Inc. AHI $ 600,000.00
0000 Xxxxxxxxx Xxxx.
Xxxxx 00
Xxxxxxxxxxxx, Xxxxxxx 00000

AHI Pharmacies, Inc. AHI $ 500,000.00
0000 X Xxxxxxxx Xxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000

Sunrise Health Management, Inc. SHM $ 750,000.00
0000-X Xxxxx Xxxxx
Xxxxxxxx, XX 00000

Dallas Children's Hospital NFI/HHS $ 200,000.00
0000 Xxxxx Xxxxxx
Xxxxxx, XX 00000

X.X. Xxxxxx Hospital for Children NFI $ 50,000.00
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000

Childrens Home Care NFI/HHS $ 100,000.00
0000 Xxxxxx Xxxx.
Xxxxxxxx #00
Xxx Xxxxxxx, XX 00000

Childrens Hospital of Oklahoma HHS $ 100,000.00
000 XX 00xx Xxxxxx
Xxxxxxxx Xxxx, XX 00000

University Pharmacy of Oklahoma HHS $ 175,000.00
000 Xxxxxxx X Xxxxx Xxxx.
Xxxxxxxx Xxxx, XX 00000

LeBonheur Childrens Hospital HHS $ 20,000.00
000 Xxxxx
Xxxxxxx, Xxxxxxxxx 00000

St. Vincent Mercy Medical Center HHS $ 10,000.00
Ohio

*(1) Please note that these inventory balances will fluctuate from month to
month.

EXHIBIT J
LITIGATION AND CLAIMS

1. Xxxx Xxxxxxx v. Xxxxxx Xxxxxx, PharmaThera, Inc. and Southern Health
Systems, Inc. (Southern Health Systems, Inc.) - This lawsuit was filed
in the Circuit Court of Shelby County, Tennessee for the Thirtieth
Judicial District at Memphis on August 29, 1995, cause number 72254
T.D. 95. This is a negligence lawsuit arising out of an automobile
accident involving a van owned by PharmaThera, Inc. and driven by a
Southern Health Systems, Inc. employee. Plaintiff seeks medical
expenses, lost wages, loss of earning capacity, pain and suffering,
etc. and has requested a jury trial.

2. Workers Compensation Claims - From time to time, Nova Factor, Inc.
receives claims for workers compensation in the normal course of
business. Nova Factor, Inc. maintains workers compensation insurance
through Travelers Insurance Company and the workers compensation claims
are being handled by Travelers.

EXHIBIT K
COMPLIANCE WITH LAWS

Nova Factor, Inc. and Hemophilia Health Services, Inc. historically
have entered into partnerships and other agreements with various physicians,
home health agencies and hospitals. Those activities, practices, procedures and
arrangements have been consistent with contemporaneous industry practices and
norms with respect to compliance with Medicare/Medicaid fraud and abuse statutes
and regulations, the federal prohibitions against physician referrals, commonly
referred to as Xxxxx I and Xxxxx II, and state corporate practice of medicine,
fee-splitting and anti-referral statutes, regulations and policies.
Additionally, some of those arrangements predate the adoption of the "safe
harbors", and, therefor not all of those arrangements currently fit within a
known "safe harbor".

While the Borrower and the Subsidiaries have at all times attempted to
comply with all applicable laws, Borrower and the Subsidiaries cannot foreclose
the possibility that their activities could be challenged by a governmental
agency. If challenged, Borrower and the Subsidiaries believe that their actions
are defendable.

EXHIBIT L
MATERIAL LEASES, CONTRACTS AND COMMITMENTS

1. Nova Factor, Inc. has distribution agreements with Genzyme Corporation,
Genentech Managed Distribution System, Biogen, Inc., Genentech, Inc.,
Centocor, Inc., MedImmune, Inc., Allergan, Inc. and all manufacturers
of clotting factor.

2. Accredo Health, Incorporated has employment agreements with the
following individuals: Xxxx Xxxxxxxx, Xxxxx Xxxxxxx, Xxxx X. Grow, Xxxx
Xxxxxxxxx and Xxxxxx X. Xxxx, Xx.

3. Nova Factor, Inc. has the following partnership agreements:

(a) Teddy Bear Home Care Drug Therapies, d/b/a Xxxx Children's
Home Health, is a general partnership formed under the laws of
the State of Texas; NFI has an equity ownership of 50%; other
partner is Xxxx Children's Medical Center with a 50% equity
interest.

(b) Texas Health Pharmaceutical Resources is a general partnership
formed under the laws of the State of Texas; NFI has equity
ownership of 50%; other partner is Alternative Care Systems,
Inc. with a 50% equity interest.

(c) Children's Memorial Home Hemophilia Services' partnership
d/b/a CM FactorCare, is a general partnership formed under the
laws of the State of Tennessee; NFI has an equity ownership of
50%; other partner is CM Healthcare Resources, Inc. with a 50%
equity interest.

(d) Children's Home Services.

(e) Children's Biotech Pharmacy Services

4. Hemophilia Health Services, Inc. has the following partnership
agreements:

(a) Specialized Pharmacy Services

(b) Childrens Hemophilia Services

5. Nova Factor, Inc. has management, sales and/or service agreement with
Texas Health Pharmaceutical Resources, Teddy Bear Home Care Drug
Therapies d/b/a Xxxx Children's Home Health and Children's Memorial
Home Hemophilia Services d/b/a CM FactorCare, Childrens Home Services
and Childrens Biotech Pharmacy Services.

6. HHS has management sales and/or service agreements with Specialized
Pharmacy Services, Childrens Hemophilia Services and Children's
National Hemophilia Care.

7. Accredo Health, Incorporated has two stock option plans, an employee
stock purchase plan, a 401(k) plan, and a cafeteria (health benefits)
plan.

8. Nova Factor, Inc., Hemophilia Health Services, Inc., AHI Pharmacies,
Inc. and Sunrise Health Management, Inc. have informal employee bonus
plans and other incentive plans in the ordinary course of business.

9. Nova Factor, Inc., Hemophilia Health Services, Inc., AHI Pharmacies,
Inc. and Sunrise Health Management, Inc. have managed care contracts,
Medicare contracts and Medicaid contracts.

10. Hemophilia Health Services, Inc. has contracts with Xxxxxxx Hospital in
Michigan for said hospital to supply services for a fee.

11. Nova Factor, Inc. and Hemophilia Health Services, Inc. have pharmacy
contracts.

12. Nova Factor, Inc., Hemophilia Health Services, Inc., AHI Pharmacies,
Inc. and Sunrise Health Management, Inc. have confidentiality and
noncompete agreements with various employees.

13. Hemophilia Health Services, Inc. leases the following:

(a) Real property at 0000 Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxxx
00000;

14. Nova Factor, Inc. leases real estate at 0000 Xxxxxxx Xxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxxxx 00000, 0000 Xxxxxxx Xxxxxx Xxxxxxx, Xxxxx
000 and 103, Xxxxxxx, Xxxxxxxxx 00000 and real estate at 0000 Xxxxx
Xxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000.

15. Teddy Bear Home Care Drug Therapies d/b/a Xxxx Children' Home Health
leases real property at 0000 Xxx. 000, Xxxxx 000X, Xxxxx Xxxxxxx, Xxxxx
00000.

16. AHI Pharmacies, Inc. leases real property at 0000 Xxxxxxxxx Xxxx.,
Xxxxx 00, Xxxxxxxxxxxx, Xxxxxxx 00000; 0000 X Xxxxxxxx Xxxx, Xxxxxxxxx,
Xxxxx Xxxxxxxx 00000; and 00000 Xxxxx Xxxxxx, Xxxx 0, Xxxxxx Xxxxx,
Xxxxxxxxxx 00000.

17. Sunrise Health Management, Inc. leases real property at 0000-X, X, X &
X Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxx 00000.

18. Sunrise Health Management, Inc. has a management agreement with
Specialized Pharmacy Services.

19. Accredo has filed lists of material contracts with the Securities and
Exchange Commission. A copy of the lists of these contracts are
attached hereto and incorporated herein by reference.

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AMENDMENT NO. 6

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