AMENDMENT NO. 8 TO THE LOAN DOCUMENTS
AMENDMENT dated as of August 2, 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 and Amendment No. 7 to the Loan Documents
dated as of June 29, 1999, the "Credit Agreement") among MedPartners, Inc., a
Delaware corporation (the "Borrower"), the Lenders party thereto, Bank of
America, N.A. (f/k/a 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 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 Bank of
America, N.A. (f/k/a NationsBank, N.A.), 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 in order to (a) increase the aggregate amount of cash and
noncash charges that are permitted to be excluded from the determination of the
Consolidated EBITDA of the Borrower and its Subsidiaries for all Fiscal Quarters
ending on or after December 31, 1998 as a result of the reclassification of the
physician practice management businesses of the Borrower and its Subsidiaries as
"discontinued operations," (b) provide for the retention by the Borrower of
certain Net Cash Proceeds of asset dispositions as set forth herein, (c)
eliminate the Event of Default provision relating to the Incremental CTS
Receivables Securitization and (d) provide for certain loans by and to the
Borrower in connection with the sale of certain of the California Property and
Assets (as defined in the California Settlement Agreement).
(2) The Required Lenders have indicated their willingness to agree to
amend the terms and conditions of 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.
--------------------------------------------------------
The Credit Agreement is, upon the satisfaction of the conditions set forth in
Section 2 hereof, hereby amended as of the date hereof as follows:
(a) Section 1.01 of the Credit Agreement is hereby amended to add the
following new definitions in their appropriate alphabetical order:
"Amendment No. 8 Net Cash Proceeds" has the meaning specified therefor
in the last sentence of Section 5.02(d)."
"Amendment No. 8 Net Cash Proceeds Reserve" means the aggregate amount
of Amendment No. 8 Net Cash Proceeds in excess of $20,000,000."
"Required Lenders' Proceeds Reserve Application Notice" means a notice
to the Borrower from the Administrative Agent on behalf of the Required
Lenders, that the Amendment No. 8 Net Cash Proceeds Reserve is eliminated
and all amounts therein have been applied as provided in Sections
2.01(c)(iii), 2.05(b)(vi) and 2.06(b)."
"Required Lenders' Proceeds Reserve Elimination Notice" means a notice
to the Borrower from the Administrative Agent, on behalf of the Required
Lenders, that the Amendment No. 8 Net Cash Proceeds Reserve is eliminated."
(b) The definition of "Unused Revolving Credit Commitment" in Section 1.01
is amended to delete subclause (b)(ii)(D)(2) thereof and to substitute for such
clause the following clause: "(2) the aggregate amount of the Amendment No. 8
Net Cash Proceeds Reserve, to the extent it has not been eliminated as provided
in Section 2.01(c)(iii)."
(c) Section 2.01(c) of the Credit Agreement is hereby amended to (i)
delete the parenthetical phrase in the fourth sentence of subparagraph (i)
thereof and substitute for such parenthetical phrase the following: "(other than
as expressly provided for in subparagraph (ii) or (iii) of this Section
2.01(c))" and (ii) add a new subparagraph (iii) immediately following
subparagraph (ii) thereof to read as follows:
"(iii) Amendment No. 8 Net Cash Proceeds Reserve. The Revolving
-----------------------------------------
Credit Commitment of the each Revolving Credit Lender shall be deemed
utilized at any time and from time to time by such Lender's Pro Rata Share
of the aggregate amount of the Amendment No. 8 Net Cash Proceeds Reserve;
provided, however, that the Amendment No. 8 Net Cash Proceeds Reserve may
not be established at any time in an amount that exceeds the aggregate
Unused Revolving Credit Commitments of the Revolving Credit Lenders at such
time. Effective as of the earlier of (x) the date of the Required Lenders'
Proceeds Reserve Application Notice and (y) August 31, 1999, (the earlier
of such dates being the 'Application Date'), the Amendment No. 8 Net Cash
Proceeds Reserve shall be eliminated in full, and, notwithstanding any
other provisions of this Agreement, the aggregate amount in the Amendment
No. 8 Net Cash Proceeds Reserve at such date shall be
deemed to constitute a Revolving Credit Borrowing on such date in such
aggregate amount and the Borrower irrevocably hereby authorizes the
Administrative Agent on such date to reduce the Term Commitments in the
amount of such Revolving Credit Borrowing in accordance with, and to the
extent required under, Section 2.05(b)(vi) and to prepay the Term Advances
outstanding at such time in accordance with, and to the extent required
under, Section 2.06(b); provided, however that if prior to the Application
Date, the Required Lenders' Proceeds Reserve Elimination Notice is
delivered to the Borrower, the Amendment No. 8 Net Cash Proceeds Reserve
shall be eliminated, effective as of the date of such Notice, without any
such requirement to so reduce the Term Commitments."
(d) Section 4.01 is amended to delete subsection (dd) therein.
(e) Section 5.02(b) is amended to delete the period of the end of
subsection (xvii) thereof and to substitute therefor "; and" and to add a new
subsection (xviii) at the end of such Section to read as follows:
"(xviii) Indebtedness in an aggregate principal amount not in excess of
$12,000,000 (and which matures not earlier than two years after the date
such Indebtedness is incurred) of the Borrower to one or more Plans (as
defined in the California Settlement Agreement), the proceeds of which will
be loaned to one or more buyers to finance in part the acquisition of
certain California Property and Assets (as defined in the California
Settlement Agreement), provided that not more than 50% of such Indebtedness
shall be recourse to the Borrower."
(f) Section 5.02(d) of the Credit Agreement is hereby amended to
delete the last paragraph thereof immediately following subsection (xiii)
therein and to substitute therefor the following paragraph:
"Notwithstanding any of the provisions of this Section 5.02(d), the
Borrower and its Subsidiaries may retain (A) Net Cash Proceeds as provided
in the Credit Agreement as in effect prior to the date of Amendment No. 8
to the Loan Documents and (B) up to 100% of the Net Cash Proceeds received
from time to time on or after July 1, 1999 from one or more sales, leases,
transfers or other dispositions expressly permitted under clause (vii),
(viii) or (xi) of this Section 5.02(d), in each case for use in their
business and operations in the ordinary course, so long as the aggregate
amount of all such Net Cash Proceeds referred to in subclause (B) so
retained by the Borrower and its Subsidiaries does not exceed $93,000,000
(such Net Cash Proceeds referred to in subclause (B) being the 'Amendment
No. 8 Net Cash Proceeds'); provided, however, that all Amendment No. 8 Net
Cash Proceeds received after the date of the Required Lenders' Proceeds
Reserve Application Notice shall be applied immediately upon receipt
3
thereof to reduce the Term Commitments in accordance with, and to the
extent required under, Section 2.05(b)(vi) and to prepay the Term Advances
outstanding at such time in accordance with, and to the extent required
under, Section 2.06(b)."
(g) Section 5.02(e) is amended to delete the period at the end of
subsection (vii) thereof and to substitute therefor "; and" and to add a new
subsection (viii) at the end of such Section to read as follows:
"(viii) Investments by the Borrower in the form of loans in an
aggregate principal amount not in excess of $12,00,000 to KPC Acquisition
Corporation, the proceeds of which will finance in part the purchase of
certain California Property and Assets (as defined in the California
Settlement Agreement)."
(h) Section 5.03(r) is amended to add the following sentence at the
end thereof:
"In addition, as soon as possible and in any event within two Business Days
after the consummation of each sale, lease, transfer or other disposition
of any property or assets of the Borrower or any of its Subsidiaries the
Net Cash Proceeds of which constitute Amendment No. 8 Net Cash Proceeds, a
certificate of a Responsible Officer of the Borrower, in form and substance
reasonably satisfactory to the Administrative Agent, setting forth in
reasonable detail the information referred to in subclauses (A), (B) and
(C) of the preceding sentence in respect of such sale, lease, transfer or
other disposition."
(i) Section 5.03 is amended to reletter subsection (v) thereof as
subsection "(z)" and to add after subsection (u) thereof the following:
"(v) Monthly Financials. As soon as available and in any event
------------------
within 25 days after the end of each month (commencing with respect to the
month of August 1999), a Consolidated and consolidating balance sheet of
the Borrower and its Subsidiaries as of the end of such month and
Consolidated and consolidating statements of operations, stockholders'
equity and cash flows of the Borrower and its Subsidiaries for such month
and for the period commencing at the end of the previous Fiscal Year and
ending with the end of such month, setting forth in comparative form, in
the case of each such Consolidated and consolidating balance sheet, the
corresponding figures as of the last day of the corresponding month in the
immediately preceding Fiscal Year and, in the case of each such
Consolidated and consolidating statement of operations, stockholders'
equity and cash flows, the corresponding figures for the corresponding
month in the immediately preceding Fiscal Year, all in reasonable detail.
4
(w) Cash on Hand. As soon as available and in any event by the
------------
second Business Day of each week (commencing with the first full week
in September 1999), a certificate of a Responsible Officer of the
Borrower as to the aggregate amount of cash and Cash Equivalents
maintained as of the last Business Day of the immediately preceding
week by the Borrower and its Subsidiaries.
(x) Cash Flow Projections. As soon as available and in any event
---------------------
by the Second Business Day of each week (commencing with the first
full week in September 1999), a certificate of a Responsible Officer
of the Borrower as to the cash flows of the Borrower and its
Subsidiaries, separated among discontinued operations in California,
non-California discontinued operations and each of the business
operations of Caremark (i.e. prescription services division and
therapeutic services division) with corporate overhead not
specifically allocated but only reported as a separate line item, on a
weekly basis for each of the immediately succeeding six weeks
commencing with such week, all in reasonable detail.
(y) Asset Sales. As soon as available and in any event by the
-----------
second Business Day of each week (commencing with the first full week
in September 1999), a certificate of a Responsible Officer of the
Borrower as to the projected dispositions of property of the Borrower
or any of its Subsidiaries in each month for the remainder of the
respective Fiscal Year or the immediately succeeding six-month period,
whichever is longer, including the Net Cash Proceeds expected from
each such disposition, all in reasonable detail."
(j) Section 6.01 of the Credit Agreement is hereby amended (i) to
delete the word "or" at the end of subsection (s) thereof and (ii) to
delete subsection (t) thereof in its entirety.
(k) Paragraph (1) of Schedule II to the Credit Agreement is hereby
amended (i) to delete the figure "$220,000,000" in the ninth line thereof
and to substitute therefor the figure "$233,453,000" and (ii) to delete the
figure "$1,350,000,000" in the last line thereof and to substitute therefor
the figure "$1,351,490,000."
SECTION 2. Conditions Precedent to the Effectiveness of This
-------------------------------------------------
Amendment. This Amendment shall become effective as of the date hereof if on or
---------
before August 5, 1999 each of the following conditions shall have been satisfied
(such date when the conditions are satisfied being the "Amendment Effective
Date"):
(a) The Administrative Agent shall have received (i) on or before
3:00 p.m. (Charlotte time) on August 5, 1999, 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
5
Amendment, (ii) the Consent attached hereto shall have been executed and
delivered by each of the Loan Parties (other than the Borrower) and (iii)
for the benefit of each Lender Party that has executed this Amendment on or
before 3:00 p.m. (Charlotte time) on August 5, 1999, a fee from the
Borrower in an amount equal to 0.125% of the aggregate Commitment of such
Lender Party, in each case as of the Business Day immediately preceding the
Amendment Effective Date, which amount will be distributed to the
respective Lender Party no later than the Business Day immediately
succeeding the Amendment Effective Date.
(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, 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 (after giving
effect to this Amendment) that constitutes a Default.
(d) All of the reasonable fees and expenses of the Administrative
Agent and the Arranger (including the reasonable fees and expenses of
counsel for the Administrative Agent) due and payable on the Amendment
Effective Date shall have been paid in full.
The effectiveness of this Amendment is further conditioned upon the accuracy of
all of the factual matters described herein. This Amendment is subject to the
provisions of Section 8.01 of the Credit Agreement.
SECTION 3. Fee. In the event the Required Lenders' Proceeds Reserve
---
Elimination Notice is delivered prior to the Application Date pursuant to
Section 2.01(c)(iii) of the Credit Agreement, the Borrower shall pay on the date
of such delivery, and as a condition to such delivery, to the Administrative
Agent, for the benefit of each Lender Party that has approved the delivery of
the Required Lenders' Proceeds Elimination Notice prior to the delivery thereof,
a fee in an amount equal to 0.125% of the aggregate Commitment of such Lender
Party,
6
in each case as of the Business Day immediately preceding the Amendment
Effective Date, which amount will be distributed to the respective Lender Party
no later than the Business Day immediately succeeding the day of receipt thereof
by the Administrative Agent.
SECTION 4. 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 5. Costs and Expenses. (a) 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) 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.
(b) In addition and without limiting any obligations of the Borrower
as provided in the Credit Agreement, the Borrower hereby agrees to pay, upon
demand, all of the reasonable costs and expenses of Xxxxxxxx & Company in
connection with its review of the business, affairs, properties, books and
records, operations and prospects of the Borrower and its Subsidiaries,
including discussions with the Administrative Agent and the Lender Parties with
respect thereto.
SECTION 6. 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 7. Governing Law. This Amendment shall be governed by, and
-------------
construed in accordance with, the laws of the State of New York.
7
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
MEDPARTNERS, INC.
By /s/ Xxxxx Xxxxxxx
--------------------------
Name: Xxxxx Xxxxxxx
Title: Treasurer
S-2
THE ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A. (f/k/a NATIONSBANK, N.A.)
By /s/ Philips X. Xxxxxx
---------------------------
Name: Philips X. Xxxxxx
Title: Principal
S-3
THE LENDER PARTIES
BANK OF AMERICA, N.A. (f/k/a
NATIONSBANK, N.A.), as a Lender,
the Swing Line Bank and the Issuing Bank
By /s/ Philips X. Xxxxxx
----------------------------
Name: Philips X. Xxxxxx
Title: Principal
S-4
AMSOUTH BANK
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
S-5
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Xxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Principal
S-6
THE CHASE MANHATTAN BANK
By /s/ Xxxx Xxx Xxx
-----------------------------
Name: Xxxx Xxx Xxx
Title: Vice President
S-7
CITIBANK, N.A.
By ________________________________
Name:
Title:
S-8
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
S-9
DEBT STRATEGIES FUND, INC.
By ________________________________
Name:
Title:
S-10
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ L. Xxxxxxx Xxxxxxxx
--------------------------------
Name: L. Xxxxxxx Xxxxxxxx
Title: Vice President
S-11
FIRST UNION NATIONAL BANK
By /s/ Xxxxxxx Xxxxx
-------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
S-12
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured
Management Inc., as attorney in fact
By /s/ Xxxx X. XxXxxxxx
---------------------------------
Name: Xxxx X. XxXxxxxx
Title: Authorized Signatory
S-13
KZH HIGHLAND-2 LLC
By /s/ Xxxxx Xxxx
----------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
S-14
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED
By /s/ Xxxx Xxxxxxx
-------------------------
Name: Xxxx Xxxxxxx
Title: Director
S-15
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO, INC.
BY: XXXXXXX XXXXX ASSET
MANAGEMENT L.P., as Investment Advisor
By _________________________________
Name:
Title:
S-16
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
BY: XXXXXXX XXXXX ASSET
MANAGEMENT, L.P., as Investment
Advisor
By ________________________________
Name:
Title:
S-17
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By ________________________________
Name:
Title:
S-18
XXXXXXX XXXXX PRIME RATE PORTFOLIO
BY: XXXXXXX XXXXX ASSET
MANAGEMENT, L.P., as Investment
Advisor
By __________________________________
Name:
Title:
S-19
ML CBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT,
L.P., as Collateral Manager
By /s/ Xxxx X. Xxxxx CFA
--------------------------------
Name: Xxxx X. Xxxxx CFA
Title: Executive Vice President
S-20
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
S-21
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxx Xxxxx Xxxxxx
----------------------------------
Name: Xxxx Xxxxx Xxxxxx
Title: Vice President
S-22
XXX CAPITAL FUNDING, LP
BY: HIGHLAND CAPITAL MANAGEMENT,
L.P., as Collateral Manager
By /s/ Xxxx X. Xxxxx CFA
--------------------------------
Name: Xxxx X. Xxxxx CFA
Title: Executive Vice President
S-23
PAMCO CAYMAN, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT,
L.P., as Collateral Manager
By /s/ Xxxx X. Xxxxx CFA
------------------------------
Name: Xxxx X. Xxxxx CFA
Title: Executive Vice President
S-24
PILGRIM PRIME RATE TRUST
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By /s/ Xxxxxxx X. Xxxxxxx
------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
S-25
SCOTIABANC INC.
By /s/ Xxxx Xxxxxxx
--------------------------------
Name: Xxxx Xxxxxxx
Title: Relationship Manager
S-26
SRV-HIGHLAND, INC.
By /s/ Xxxxx X. Xxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
S-27
XXXXX XXX & XXXXXXX INCORPORATED,
as Agent for KEYPORT LIFE INSURANCE
COMPANY
By /s/ Xxxxx X. Xxxx
--------------------------------
Name: Xxxxx X. Xxxx
Title: Vice President & Portfolio Manager
X-00
XXXXXXX XXXXXXXX (XXXXX), INC.
By /s/ Xxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
S-29
TRANSAMERICA LIFE INSURANCE AND
ANNUITY CO.
By /s/ Xxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Investment Officer
S-30
TRANSAMERICA PREMIER HIGH YIELD
FUND
By /s/ Xxxxxxx Xxxxxxx
----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Investment Officer
S-31
XXX XXXXXX PRIME RATE INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
S-32
XXX XXXXXX SENIOR INCOME TRUST
By __________________________________
Name:
Title:
S-33
XXX XXXXXX CLO II, LIMITED
BY: XXX XXXXXX MANAGEMENT, INC.,
as Collateral Manager
By ____________________________________
Name:
Title:
S-34
WACHOVIA BANK, N.A.
By /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
S-35
Consent to Amendment No. 8
to the Loan Documents
As of August 2, 1999
Reference is made to Amendment No. 8 to the Loan Documents dated as of
August 2, 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 and Amendment No. 7 to the Loan Documents dated as of June 29,
1999, the "Credit Agreement") among MedPartners, Inc., a Delaware corporation,
the Lenders party thereto, Bank of America, N.A. (f/k/a 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. (f/k/a 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.
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
2
MEDPARTNERS INTEGRATED
NETWORK-XXXXXXXX, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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
3
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
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 Xxxxx
---------------------------------
Name: Xxxxx Xxxxx
Title: Treasurer
4
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
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
5
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
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
6
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
MEDPARTNERS MANAGED CARE OF SOUTH
BROWARD, INC.
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
7
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
8
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
9
PACIFIC PHYSICIAN SERVICES ARIZONA,
INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
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
10
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
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 of
MedPartners, Inc.,
the General Partner
11
MEDPARTNERS PHYSICIAN MANAGEMENT, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President of
MedPartners, 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
MEDTEX, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer of
MedGP, Inc.,
the General Partner
12
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
MedPartners, Inc., a Partner
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name:Xxxx X. Xxxxxx
Title: Corporate Secretary of
MedPartners, 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
MedPartners, Inc., a Partner
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
MedPartners, Inc., a Partner
13
FAMILY MEDICAL CENTER
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary of
Pacific Medical Group, Inc.,
a Partner
0000 XXXXXXX XXXXX, X.X.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President &
Chief Financial Officer of
MedPartners, Inc., the
General Partner
By /s/ Xxxx X. Xxxxxx
-----------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
MedPartners, 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
