AMENDMENT NO. 1 TO CREDIT AGREEMENT

Exhibit 10.16

This Amendment No. 1 to Credit Agreement (this “Amendment”) is entered into as of October 24, 2012 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 (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 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) The definition of “Prepayment Event” contained in Section 1.01 of the Credit Agreement shall be amended and restated in its entirety to read as follows:

“Prepayment Event” means:

(a) any Asset Disposition (other than a Disregarded Asset Disposition) if and to the extent that, inclusive of the Net Proceeds thereof, the aggregate Net Proceeds from all Asset Dispositions (other than Disregarded Asset Dispositions) exceed $75,000,000 in the fiscal year in which such Asset Disposition occurs;

(b) to the extent not constituting a Prepayment Event under clause (a) above, any Asset Disposition of tangible assets (other than a Disregarded Asset Disposition) if and to the extent that, inclusive of the Net Proceeds thereof, the aggregate Net Proceeds from all Asset Dispositions of tangible assets (other than a Disregarded Asset Disposition) exceed $35,000,000 in the fiscal year in which such Asset Disposition occurs (it being the intent of the parties that prepayments in respect of Asset Dispositions described in this clause (b) not be duplicative of prepayments in respect of Asset Dispositions described in clause (a) above); or

(c) the incurrence by the Borrower or any Subsidiary of any Indebtedness other than Indebtedness permitted under Section 6.01.

(b) Section 1.01 of the Credit Agreement shall be amended by adding the following new definition in appropriate alphabetical order:

“Disregarded Asset Disposition” means any Asset Disposition described in Section 6.03(b)(i) or Section 6.03(b)(ii).

(d) Section 6.02 shall be amended by inserting the following new clause (j) therein:

(j) any Asset Disposition permitted by Section 6.03.

2. 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

3. Effective Date. This Amendment shall become effective on the date (the “Effective Date”) upon which all of the following conditions have been satisfied:

(a) 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 by all the Lenders); and

(b) the execution and delivery by the Borrower and the Subsidiary Guarantors of an Affirmation of Guaranty and Collateral Documents in the form of Exhibit A hereto.

In the event the Effective Date has not occurred on or before October 31, 2012, this Amendment shall not become operative and shall be of no force or effect.

4. Reference to and Effect Upon the Credit Agreement.

(a) Except as specifically amended 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 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.

5. 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.

6. Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York.

7. 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.

8. 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 page follows]

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

CATAMARAN CORPORATION (f/k/a SXC Health Solutions Corp.), as Borrower

By /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Authorized Officer

JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender

By /s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: Vice President

BANK OF AMERICA, N.A., as a Lender

By /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Vice President

BARCLAYS BANK PLC, as a Lender

By /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Assistant Vice President

FIFTH THIRD BANK, Canada Branch, an authorized foreign Bank under the Bank Act (Canada), as a Lender

By /s/ Xxxxx Xxxxxxxx

Name: Xxxxx Xxxxxxxx

Title: Managing Director and Principal Officer

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By /s/ Xxxxxxx Xxxxxxxx

Name: Xxxxxxx Xxxxxxxx

Title: Assistant Vice President

Royal Bank of Canada, as a Lender

By /s/ Xxxxx XxxXxxxx

Name: Xxxxx XxxXxxxx

Title: Authorized Signatory

SUNTRUST BANK, as a Lender

By /s/ Xxxx Xxxxxxxx

Name: Xxxx Xxxxxxxx

Title: Director

Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender

By /s/ Xxxxx X'Xxxxxxx

Name: Xxxxx X'Xxxxxxx

Title: Vice President

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By /s/ Xxxxx Xxxxxxxxxxxx

Name: Xxxxx Xxxxxxxxxxxx

Title: Director

By /s/ Xxxx Xxxxx

Name: Xxxx Xxxxx

Title: Vice President

Notice Address:

Credit Agricole Corporate and Investment Bank,

0000 Xxxxxx xx xxx Xxxxxxxx,

Xxx Xxxx, XX, 00000

Attention: Xxxx Xxxxx

Telephone: 000-000-0000

Facsimile: 917-849-5464

MIZUHO CORPORATE BANK, LTD., as a Lender

By /s/ Xxxxxxx X. Xxxx

Name: Xxxxxxx X. Xxxx

Title: Authorized Signatory

TD BANK, N.A., as a Lender

By /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Senior Vice President

SUMITOMO MITSUI BANKING CORPORATION, as a Lender

By /s/ Xxxxx X. Xxx

Name: Xxxxx X. Xxx

Title: Managing Director

XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender

By /s/ Xxxx Xxxxx

Name: Xxxx Xxxxx

Title: Director

U.S. BANK National Association

By /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Vice President

KEYBANK NATIONAL ASSOCIATION, as a Lender

By /s/ Xxxxxxx X. Xxx

Name: Xxxxxxx X. Xxx

Title: Vice President & Portfolio Manager

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender

By /s/ Xxx Xxxxxx

Name: Xxx Xxxxxx

Title: Vice President

By /s/ Xxxxxxx X. Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Associate

Xxxxxx Xxxxxxx Bank, N.A., as a Lender

By /s/ Xxxxx Xxx

Name: Xxxxx Xxx

Title: Authorized Signatory

CITIBANK, N.A., as a Lender

By /s/ Xxxxx Xxxxxxx

Name: Xxxxx Xxxxxxx

Title: Vice President

BRANCH BANKING AND TRUST COMPANY, as a Lender

By /s/ Xxxxxxxx X. Xxxxxx, III

Name: Xxxxxxxx X. Xxxxxx, III

Title: Senior Vice President

Compass Bank, as a Lender

By /s/ Xxxxxxx X. Xxxxxxxx

Name: Xxxxxxx X. Xxxxxxxx

Title: Senior Vice President

THE NORTHERN TRUST COMPANY, as a Lender

By /s/ Xxxx Xxxxxx

Name: Xxxx Xxxxxx

Title: Second Vice President

THE HUNTINGTON NATIONAL BANK, as a Lender

By /s/ Xxxx Xxxxxxx-Xxxxx

Name: Xxxx Xxxxxxx-Xxxxx

Title: Vice President

FIRST HAWAIIAN BANK, as a Lender

By /s/ Xxxx Xxxxxxx

Name: Xxxx Xxxxxxx

Title: Vice President

SABADELL UNITED BANK, N.A., as a Lender

By /s/ Xxxxxxx Xxxxx

Name: Xxxxxxx Xxxxx

Title: Executive Vice President

Corporate & Commercial Banking

FIRSTMERIT BANK, N.A., as a Lender

By /s/ Xxxxxxx Xxxxxxx

Name: Xxxxxxx Xxxxxxx

Title: Vice President

Manufacturers Bank, as a Lender

By /s/ Xxxxxxx X. Xxx

Name: Xxxxxxx X. Xxx

Title: Vice President

RBS Citizens, N.A., as a Lender

By /s/ Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxxxxx

Title: Senior Vice President

EXHIBIT A

AFFIRMATION OF GUARANTY AND COLLATERAL DOCUMENTS

Each of the undersigned (i) acknowledges receipt of a copy of that certain Amendment No. 1 to Credit Agreement 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, 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 October 24, 2012

[signature page follows]

CATAMARAN CORPORATION (f/k/a SXC Health Solutions Corp.)

By /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Authorized Officer

CATAMARAN INC. (f/k/a SXC Health Solutions, Inc.)

By /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Authorized Officer

CATAMARAN PBM OF ILLINOIS, INC. (f/k/a informedRX, Inc.)

By /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Authorized Officer

CATAMARAN HEALTH SOLUTIONS, LLC (f/k/a Catalyst Health Solutions, Inc.)

By /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Authorized Officer

CATAMARAN PBM OF MARYLAND, INC. (f/k/a Catalyst Rx)

By /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Authorized Officer

CATAMARAN PBM OF ILLINOIS II, INC. (f/k/a Catalyst Rx Health Initiatives, Inc.)

By /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Authorized Officer

COALITION FOR ADVANCED PHARMACY SERVICES, LLC

By /s/ Xxxxxxx Xxxx

Name: Xxxxxxx Xxxx

Title: Authorized Officer

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Table of Contents

AMENDMENT NO. 1 TO CREDIT AGREEMENT

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