FOURTH FORBEARANCE AND AMENDMENT AGREEMENT
Among
PHYSICIAN COMPUTER NETWORK, INC.,
THE SUBSIDIARIES PARTY HERETO,
FLEET BANK, N.A., AS ADMINISTRATIVE AGENT,
and
THE LENDERS PARTY HERETO
Dated as of July 9, 1999
FOURTH FORBEARANCE AND AMENDMENT AGREEMENT
FOURTH FORBEARANCE AND AMENDMENT AGREEMENT, dated as of July 9, 1999,
(this "Agreement" or the "Fourth Forbearance Agreement") among PHYSICIAN
COMPUTER NETWORK, INC., a New Jersey corporation (the "Borrower"), the several
subsidiaries of the Borrower which are parties hereto (the "Subsidiaries"), the
several banks and other financial institutions or entities which are parties
hereto (the "Lenders"), and FLEET BANK, N.A., as Administrative Agent (in such
capacity, the "Administrative Agent").
R E C I T A L S:
I. The Administrative Agent, Xxxxxx Brothers Commercial Paper,
Inc., as arranger and as a Lender, the Lenders and the Borrower entered into a
Credit Agreement, dated as of September 10, 1997 (the "Credit Agreement").
II. The Administrative Agent, the Lenders, the Borrower and certain
Subsidiaries of the Borrower (the "Guarantors") also entered into a Guarantee
and Collateral Agreement, dated as of September 10, 1997 (the "Guarantee and
Collateral Agreement").
III. On March 3, 1998, the Borrower issued a Securities and Exchange
Commission Form 8-K and a press release pursuant to which the Borrower disclosed
the existence of certain accounting matters.
IV. On April 2, 1998, the Borrower issued another press release
disclosing, among other things, additional accounting matters and announcing
that the Borrower's auditors had withdrawn their opinion with respect to the
Borrower's 1996 financial statements. A description of the nature of the
disclosures, facts and events described in Recitals III and IV was set forth as
Exhibit A annexed to a First Forbearance Agreement (hereinafter defined) and the
disclosures, facts and events described in Exhibit A are collectively referred
to herein as the "Accounting Matters."
V. The Accounting Matters have resulted in one or more Events of
Default under the Credit Agreement (the "Specified Events of Default").
VI. As a result of the occurrence of the Specified Events of Default,
the Borrower and the Guarantors requested that the Administrative Agent and the
other Lenders agree to forbear from pursuing their remedies under, and to amend
certain sections of, the Credit Agreement.
VII. The Administrative Agent, the Required Lenders, the Borrower and
the Guarantors entered into a Forbearance and Amendment Agreement, dated as of
April 22, 1998, pursuant to and subject to the terms and conditions of which the
Administrative Agent
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and the Required Lenders agreed to forbear from pursuing their remedies until
September 30, 1998 (the "First Forbearance Agreement").
VIII. Under the terms of the Credit Agreement and First Forbearance
Agreement, the Loans matured on September 30, 1998.
IX. The Administrative Agent, the Lenders, the Borrowers and the
Guarantors then entered into a Second Forbearance and Amendment Agreement, dated
as of September 30, 1998, pursuant to which, among other things, the Borrower
agreed to deliver to the Administrative Agent and the Lenders (a) by March 31,
1999, audited financial statements of the Borrower and its Subsidiaries for the
fiscal years ending December 31, 1996, 1997 and 1998 and (b) by April 30, 1999,
an Acceptable Loan Commitment or an Acceptable Purchase Agreement (as defined
therein) (the "Second Forbearance Agreement").
X. The Borrower was in default under the Second Forbearance Agreement
as a result of its failure to deliver the audited financial statements on or
before March 31, 1999.
XI. The Administrative Agent, the Lender, the Borrower and the
Guarantors then entered into a Third Forbearance and Amendment Agreement
pursuant to which, among other things, the Administrative Agent and the Lenders
(a) agreed to extend to April 30, 1999 the date by which the Borrower was
required to deliver the audited financial statements, (b) agreed to release
their security interests in the Commercial Business, (c) agreed to a sharing of
the Commercial Business Proceeds, (d) agreed, conditionally, to a limited
reinstatement of the Commitment, and (e) agreed to extend the Maturity Date and
to forbear from pursuing their remedies for a period to and including August 15,
1999 on the terms set forth therein (the "Third Forbearance Agreement").
XII. The Borrower was (a) in default under the Third
Forbearance Agreement as a result of its failure to deliver an Acceptable
Purchase Agreement or an Acceptable Loan Commitment to the Lenders on or before
June 30, 1999 and (b) unable to qualify for the limited reinstatement of the
Commitment under the Third Forbearance Agreement.
XIII. The Borrower and Medical Manager Corp. ("Medical Manager") have
entered into (a) an agreement (the "Purchase Agreement") pursuant to which,
inter alia, the Borrower and its subsidiary, Xxxxxx-Xxxxxx, Inc.
("Xxxxxx-Xxxxxx"), have agreed to sell all or substantially all of the assets of
Xxxxxx-Xxxxxx to Medical Manager for a purchase price of $7,500,000 (the
"Xxxxxx-Xxxxxx Proceeds"), and (b) an Exclusive Electronic Gateway and Network
Services Agreement, pursuant to which the Borrower, inter alia, will receive an
initial fee of $2,500,000 (the " Exclusive Gateway Agreement").
XIV. The Borrower has requested that the Administrative Agent and
Lenders (a) consent to the sale of Xxxxxx-Xxxxxx Assets, (b) release their
security interests in the
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Xxxxxx-Xxxxxx Assets, subject to the receipt of a principal payment in the Loans
in the amount of $4,000,000 from the Xxxxxx-Xxxxxx Proceeds, and (c) agree to
extend the maturity date of the loans to September 30, 1999, subject to
extension on the terms and conditions set forth herein.
XV. The Administrative Agent and the Lenders have advised the Borrower
and Guarantors that they are willing to agree to the requests of the Borrower
and Guarantors on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, the parties hereto hereby agree as follows:
SECTION 1. DEFINITIONS AND REFERENCES.
1.1 Other Definitions.
Any capitalized terms used herein that are not defined herein shall
have the meanings ascribed to them in the Credit Agreement, the First
Forbearance Agreement and the Second Forbearance Agreement and the Third
Forbearance Agreement.
1.2 Amendments of Definitions.
The following defined terms in the Credit Agreement, the First
Forbearance Agreement, the Second Forbearance Agreement, the Third Forbearance
Agreement and this Agreement are hereby amended in their entirety as follows:
"Acceptable Loan Commitment" means a definitive written commitment
which, in the sole judgment of all of the Lenders, is from a financially
responsible lending institution to provide to the Borrower a loan or loans in
amounts sufficient to enable the Borrower to pay all of its obligations to the
Lenders (including principal, interest, fees, including the Extension Fee, and
expenses) in full on or before December 31, 1999, which, in the reasonable
judgment of all of the Lenders, shall be unconditional except with respect to
(a) matters that are not within the direct control of the applicable lending
institution and (b) the execution and delivery of closing documentation
contemplated by the commitment and necessary for the consummation of a loan
transaction, which are within the power and control of the respective parties to
execute and deliver without further approvals and consents.
"Acceptable Purchase Agreement" means a definitive written agreement
which, in the sole judgment of all of the Lenders, is from a financially
responsible purchaser to purchase assets or stock of the Borrower for a price
that will yield to the Borrower sufficient net, available proceeds to enable the
Borrower to pay all of its obligations to the Lenders (including principal,
interest, fees, including the Extension Fee, and expenses) in full on or before
December 31, 1999, which, in the reasonable judgment of all of the Lenders,
shall be
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unconditional except with respect to (a) matters that are not within the direct
control of the applicable purchaser and (b) the execution and delivery of
closing documentation contemplated by the agreement and necessary for the
consummation of an asset or stock purchase and sale transaction, which are
within the power and control of the respective parties to execute and deliver
without further approvals and consents.
"Additional Loan Documents" means all of the documents executed and
delivered to the Administrative Agent pursuant to the First Forbearance
Agreement, the Second Forbearance Agreement, the Third Forbearance Agreement and
pursuant to Section 4 of the Fourth Forbearance Agreement.
"Maturity Date" means September 30, 1999, subject to extension in
accordance with Section 2.3(n) of the Credit Agreement.
1.3 Additional Definitions
The following defined terms shall have the following meanings in the
Credit Agreement and this Agreement:
"Fourth Forbearance Effective Date" means the date on which the Fourth
Forbearance Agreement is executed by all parties and all of the payments and
documents listed in Section 4 of the Fourth Forbearance Agreement have been
received by the Administrative Agent.
1.4 References to Credit Agreement and Certain Defined Terms.
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From and after the Fourth Forbearance Effective Date (a) all references
herein and in any other Loan Document to the "Credit Agreement" shall be deemed
to be a reference to the Credit Agreement as amended pursuant to the First
Forbearance Agreement, the Second Forbearance, the Third Forbearance Agreement
and this Agreement, (b) all references in the Credit Agreement, the Loan
Documents or the Additional Loan Documents to the term "Revolving Credit
Termination Date" shall be deemed to be a reference to the term "Maturity Date",
and (c) all references to the term "Notes" in this Agreement, the Credit
Agreement, the Loan Documents and the Additional Loan Documents shall be deemed
to be a reference to the amended and restated notes delivered to the Lenders
pursuant to the First Forbearance Agreement, as amended pursuant to the Second
Forbearance Agreement, pursuant to the Third Forbearance Agreement and pursuant
to this Agreement.
SECTION 2. ACKNOWLEDGMENTS.
2.1 Acknowledgment of Debt
(a) The Borrower hereby acknowledges, confirms and declares that,
as of the date
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hereof, (i) the outstanding principal balance of the Loans is $13,085,413.15
(ii) the Extension Fee which Borrower agreed to pay and agreed was earned on the
Second Forbearance Date is $1,000,000 (iii) the Additional Extension Fee that
the Borrower has agreed to pay and has been earned pursuant to the Fourth
Forbearance Agreement is $500,000 and (iv) such principal amount, such Extension
Fee, such Additional Extension Fee and all other amounts due to the Lenders
under the Credit Agreement are unconditionally owed to the Lenders without any
setoff, recoupment, deduction, counterclaim, or defense of any kind or nature to
the payment thereof.
(b) Each of the Guarantors hereby acknowledges, confirms and declares
that the amounts owed by the Borrower to the Lenders and described in Section
2.1(a) hereof are owed by each of the Guarantors to the Lenders in accordance
with the terms of the Guarantee and Collateral Agreement without any setoff,
recoupment, deduction, counterclaim or defense of any kind or nature to the
payment thereof.
(c) The Borrower and the Guarantors hereby acknowledge, confirm and
declare that all of their obligations to the Administrative Agent and the
Lenders, including, without limitation, the obligations described in Section 2.1
hereof are and shall continue to be secured by the security interests granted
pursuant to the Guarantee and Collateral Agreement.
2.2 Acknowledgment of Recitals and Defaults.
(a) The Borrower and each of the Guarantors acknowledges that the
Recitals are true and correct in all material respects.
(b) The Borrower and each of the Guarantors acknowledge (i) the
Specified Events of Default and the results and the effects thereof constitute
and, notwithstanding the execution of this Agreement, will continue to
constitute one or more Events of Default under the Credit Agreement, (ii) the
failure of the Borrower and the Guarantors to pay the Loans on September 30,
1998 constituted an Event of Default (the "Maturity Default") (iii) the failure
of the Borrower to deliver the Financial Statements by March 31, 1999
constituted a Default and Termination Event (the "Financial Statements Default")
and (iv) the failure of the Borrower to deliver an Acceptable Purchase Agreement
or an Acceptable Loan Commitment to the Lenders by June 30, 1999 constituted an
Event of Default and Termination Event (the "Commitment Default") (the Specified
Events of Defaults, the Maturity Default, the Financial Statements Default and
the Commitment Default are collectively referred to as the "Existing Defaults").
2.3 Acknowledgment of Termination of Commitments.
(a) The Borrower acknowledges and agrees that, as a result of and as of
the occurrence of the Existing Events of Default, the Revolving Credit
Commitments contained in Section 2.1 of the Credit Agreement and the L/C
Commitment contained in Section 3.1
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of the Credit Agreement were and remain irrevocably terminated.
(b) The Borrower acknowledges and agrees that (i) upon the Lenders'
receipt of any payment of principal from and after the date hereof, the
Revolving Credit Commitments shall be further reduced and irrevocably terminated
by the amount of principal repaid and (ii) the Borrower shall not have any right
to borrow and the Lenders shall not have any obligation to re-lend any amount
repaid.
2.4 Acknowledgment of Reservation of Rights.
The Borrower and the Guarantors acknowledge and agree that nothing
contained in this Agreement is or shall be deemed to be (i) a waiver by the
Administrative Agent or any of the Lenders of any of the Existing Defaults (ii)
a waiver of any of the Lenders' rights and remedies arising from the occurrence
of the Existing Defaults, or (iii) a release or waiver by the Administrative
Agent or any of the Lenders of any claim, right, or cause of action arising out
of, relating to or in connection with the Accounting Matters or the Existing
Defaults, all of which are hereby reserved by the Administrative Agent and the
Lenders.
2.5 Acknowledgment of Advice of Counsel and Other Matters.
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The Borrower and the Guarantors hereby acknowledge that:
(a) they have been advised by counsel in the negotiation, execution and
delivery of this Agreement and the Additional Loan Documents;
(b) neither the Administrative Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower or the Guarantors arising out of or in
connection with this Agreement or any of the Additional Loan Documents, and the
relationship between the Administrative Agent and Lenders, on the one hand, and
the Borrower and its Subsidiaries, on the other hand, in connection herewith or
therewith is solely that of creditor and debtor; and
(c) no joint venture is created by this Agreement, the First
Forbearance Agreement, the Second Forbearance Agreement, the Third Forbearance
Agreement, the Credit Agreement or by the Additional Loan Documents or otherwise
exists by virtue of the transactions contemplated hereby among the Lenders or
among the Borrower and its Subsidiaries and the Lenders.
SECTION 3. REPRESENTATIONS AND WARRANTIES.
To induce the Administrative Agent and the Lenders to enter into this
Agreement, the Borrower hereby represents and warrants to the Administrative
Agent and each Lender that:
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3.1 Corporate Existence; Compliance with Law.
Each of the Borrower and its Subsidiaries is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization.
3.2 Corporate Power; Authorization; Enforceable Obligations.
Each Loan Party has the corporate power and authority, and the legal
right, to make, deliver and perform this Agreement and the Additional Loan
Documents. Each Loan Party has taken all necessary corporate action to authorize
the execution, delivery and performance of this Agreement and the Additional
Loan Documents. No consent or authorization of, filing with, notice to or other
act by or in respect of, any Governmental Authority or any other Person is
required in connection with the execution, delivery, performance, validity or
enforceability of this Agreement and the Additional Loan Documents. This
Agreement and the Additional Loan Documents have been duly executed and
delivered on behalf of each Loan Party thereto. This Agreement and the
Additional Loan Documents constitute, and each other Additional Loan Document
upon execution will constitute, a legal, valid and binding obligation of each
Loan Party thereto, enforceable against each such Loan Party in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).
3.3 No Legal Bar.
The execution, delivery and performance of this Agreement and the
Additional Loan Documents, will not violate any Requirement of Law or any
Contractual Obligation of the Borrower or any of its Subsidiaries and will not
result in, or require, the creation or imposition of any Lien on any of their
respective properties or revenues pursuant to any Requirement of Law or any such
Contractual Obligation (other than the Liens created by the Security Documents).
3.4 Accuracy of Information, etc.
No statement or information contained in this Agreement or other
document, certificate or statement furnished to the Administrative Agent or the
Lenders or any of them, by or on behalf of any Loan Party for use in connection
with the transactions contemplated by this Agreement, contained as of the date
any such statement, information, document or certificate was so furnished, any
untrue statement of a material fact or omitted to state a material fact
necessary in order to make the statements contained herein or therein not
misleading.
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3.5 Encumbered Assets
Neither the Borrower nor any Subsidiary owns or has rights in or to any
Property (a) that is not subject to the security interests granted to the
Administrative Agent and the Lenders or (b) that is in Canada, the United
Kingdom or any country other than the United States.
3.6 Software Protection
The Borrower and its Subsidiaries have (a) obtained or, where
appropriate, continued copyright registrations under applicable law for any and
all intellectual property owned by the Borrower and its Subsidiaries that is
subject to registration and (b) assigned to the Administrative Agent and granted
to the Administrative Agent a security interest in all of such copyright
registrations.
3.7 Credit Agreement, First Forbearance Agreement, Second
Forbearance Agreement and Third Forbearance Agreement Representations.
The representations and warranties contained in Sections 4.8, 4.9,
4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.17, 4.19, 4.20 and 4.21 of the Credit
Agreement, in Section 3.4, 3.6, 3.7 and 3.8 of the First Forbearance Agreement,
in Sections 3.5, 3.6 and 3.7 of the Second Forbearance Agreement and in Section
4 of the Guarantee and Collateral Agreement are true and correct in all material
respects as of the date of this Agreement, except that with respect to the
representations and warranties in (a) Section 4.8 of the Credit Agreement and
Section 4.2 of the Guarantee and Collateral Agreement, the Borrower and
Subsidiaries have granted security interests to Xxxxxxx & Marsal, Inc., subject
to and in accordance with the A&M Intercreditor Agreement and to International
Business Machines pursuant to the First Forbearance Agreement and (b) Section
4.15 of the Credit Agreement and Section 3.7 of the First Forbearance Agreement,
Solion Corp. and Medical Network Systems, Corp., are, as of the date hereof,
also each a Subsidiary of the Borrower, and V Holding Corp. has been merged into
Versyss Incorporated.
SECTION 4. CLOSING CONDITIONS
This Agreement shall become effective and binding upon the Lenders upon
the Administrative Agent's receipt of the following (which, in the case of
documents, agreements, certificates and opinions, must be satisfactory in form
and substance to the Administrative Agent and its counsel):
(a) Principal and Interest Payment. A principal payment in the amount
of $4,000,000 from the Xxxxxx-Xxxxxx Proceeds and the interest payment in the
amount of $101,396.96 due on June 30, 1999.
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(b) Legal Opinions. Legal opinions of
(i) Xxxxxx Xxxxxx Butowsky Xxxxxxx Shalov and Xxxx,
counsel to the Borrower and its Subsidiaries.
(ii) local counsel in New Jersey to the Borrower.
(c) Secretary's Certificate. A certificate of the Secretary of the
Borrower and its Subsidiaries certifying (i) that attached thereto are true and
complete copies of the resolutions, adopted by the Board of Directors of the
Borrower and its Subsidiaries and all other necessary corporate action
evidencing approval of the transactions contemplated by this Agreement and (ii)
as to the incumbency and specimen signature of each officer of the Borrower and
its Subsidiaries executing the Agreement.
(d) Reaffirmations. An agreement from Picower unconditionally
reaffirming his obligations under the Picower Guarantee and an agreement from
Picower and JA Special Limited Partnership reaffirming their obligations under
the Picower Agreement.
(e) Third Amendment to Guarantee and Collateral Agreement and
Authorization Letter. (i) A Third Amendment to Guarantee and Collateral
Agreement in form and substance satisfactory to the Administrative Agent and its
counsel, which shall, among other things, confirm that the obligation of the
Borrower to pay the Additional Extension Fee is guaranteed and secured pursuant
to the Guarantee and Collateral Agreement.
(f) Xxxxxx-Xxxxxx Purchase Agreement. A copy of executed Purchase
Agreement and Exclusive Gateway Agreement certified to be true, complete and
current by an officer of the Borrower.
(g) Professional Fees. Payment of the fees and expenses of Xxxxx,
Xxxxxx & Xxxxxx, LLP and Ernst & Young, LLP, the fees and expenses of counsel of
the Lenders and the allocated costs of in-house counsel of the Administrative
Agent and the Lenders.
SECTION 5. AMENDMENTS OF THE CREDIT AGREEMENT
5.1 Amendments - Existing Sections
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(a) The Credit Agreement is amended by adding the following Sections
(j), (k), (l) and (m) and (n) to Section 2.3 of the Credit Agreement:
"(j) In consideration of and in order to induce the Lenders to
enter into the Fourth Forbearance Agreement, the Borrower agrees to pay
to the Lenders, a fee of $500,000 (the "Additional Extension Fee").
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(k) The Borrower acknowledges and agrees that (i) the
Additional Extension Fee has been earned in full upon execution of the
Fourth Forbearance Agreement, (ii) the Additional Extension Fee shall
be due and payable in full on the earlier to occur of (1) the Maturity
Date (or such earlier date on which the Loans become due and payable
under Section 8(e) through (l) of the Credit Agreement or Section 7 of
the Fourth Forbearance Agreement) or (2) the occurrence of a Business
Combination, and (iii) the obligation of the Borrower to pay the
Additional Extension Fee is secured and guaranteed pursuant to the
Guarantee and Collateral Agreement.
(l) The Additional Extension Fee payable by the Borrower
pursuant to Sections 2.3(j) shall be retained by the Lenders as a fee
and not as a payment of interest, principal or expenses on the Loans.
(m) Upon the occurrence of a Business Combination the entire
principal balance of the Loans and all other amounts due under the
Credit Agreement (including without limitation, the Extension Fee and
the Additional Extension Fee), shall be immediately due and payable."
(n) The Administrative Agent and the Lenders agree that the
Maturity Date shall be extended from September 30, 1999 to December 31,
1999 and the obligations of the Borrower to pay the Additional
Extension Fee shall be waived provided:
(i) no Termination Event shall have occurred on
or before September 30, 1999; and
(ii) the Administrative Agent and the Lenders shall
have received an Acceptable Purchase Agreement or Acceptable
Loan Commitment on or before September 30, 1999."
(b) The Credit Agreement is amended by deleting the text of Section
6.19 and by substituting therefor the following:
"6.19 Delivery of an Acceptable Loan Commitment or Acceptable
Purchase Agreement. Deliver to Administrative Agent and each of the Lenders on
or before September 30, 1999 either an Acceptable Loan Commitment or an
Acceptable Purchase Agreement."
5.2 Amendments - Additional Covenants.
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The Credit Agreement is amended by adding the following Section 6.22:
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"6.22 Use of Xxxxxx-Xxxxxx Proceeds. The Borrower will (a) authorize
and direct Medical Manager to remit directly to the Administrative Agent, for
the benefit of the Lenders, the sum of $4,000,000 from the Xxxxxx-Xxxxxx
Proceeds and (b) use the proceeds it receives from the sale of the Xxxxxx-Xxxxxx
Assets and from the Exclusive Gateway Agreement exclusively for working capital
and general corporate purposes of the Borrower and its Subsidiaries and not for
any purpose that would violate the Credit Agreement."
SECTION 6. [INTENTIONALLY DELETED]
SECTION 7. FORBEARANCE
The Administrative Agent and the Lenders hereby agree, from and after
the date hereof to and including the earlier of the Maturity Date or the
occurrence of a Termination Event, that the Lenders shall forbear from directing
the Administrative Agent to:
(a) declare the Loans to be due and payable as a result of the
occurrence of (i) the Existing Default or (ii) any existing or future violations
of the covenants contained in
Section 7.1 of the Credit Agreement,
(b) institute any judicial or non-judicial action or proceeding to
enforce or obtain payment of the Loans or to enforce the Lenders' security
interests as a result of (i) the Existing Events of Default or (ii) any existing
or future violation of the covenants contained in Section 7.1 of the Credit
Agreement.
SECTION 8. TERMINATION EVENTS
Each of the following shall constitute a "Termination Event" under this
Agreement:
(a) a Termination Event as defined in the First Forbearance Agreement
and the Second Forbearance Agreement, other than events of the kind described in
Sections 7(i) and 7(j) of the First Forbearance Agreement.
(b) any representation or warranty made or deemed made by any Loan
Party herein or in any Additional Loan Document or which is contained in any
certificate, document or financial or other statement furnished by it at any
time under or in connection with this Agreement or any such Additional Loan
Document shall prove to have been inaccurate in any material respect on or as of
the date made or deemed made.
(c) the Borrower shall fail to comply with the covenants contained in
Section 6.19 of the Credit Agreement by the dates specified therein and such
default shall continue uncured for a period of 5 days, with time being of the
essence at the expiration of any such five (5) day period.
(d) the Borrower shall fail to comply with the covenant contained in
Section 6.22
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of the Credit Agreement.
(e) the occurrence of an Event of Default specified in Sections 8(e)
through (l) of the Credit Agreement.
SECTION 9. REMEDIES; CONSENT TO RELIEF FROM STAY AND OTHER
REMEDIES.
9.1 Remedies.
Upon one (1) business day's written notice of the occurrence of a
Termination Event of the kind described in Section 7(e) of the First Forbearance
Agreement (which notice shall describe in reasonable detail the events and
circumstances resulting in a Revised Material Adverse Effect) and immediately
upon the occurrence of any other Termination Event, with the consent of the
Required Lenders, the Administrative Agent may, or upon the request of the
Required Lenders, the Administrative Agent shall:
(a) terminate the forbearance agreements contained in Section 7
hereof.
(b) declare all amounts due under the Credit Agreement, this Agreement,
under the other Loan Documents and under the Additional Loan Documents, under
the Guarantee and Collateral Agreement, and under the Picower Guarantee to be
due and payable forthwith, whereupon the same shall be immediately due and
payable.
(c) take any action which the Administrative Agent and the Required
Lenders deem necessary or appropriate to collect the Loans and to enforce the
rights and remedies under this Agreement, the Credit Agreement, the Guarantee
and the Collateral Agreement, the Picower Guarantee, the other Loan Documents,
the Additional Loan Documents and under applicable law.
9.2 Consent to Relief from Stay and Other Remedies
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(a) AS MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS AGREEMENT BY
THE ADMINISTRATIVE AGENT AND THE LENDERS AND FOR OTHER GOOD AND VALUABLE
CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED,
(WITHOUT SUCH MATERIAL CONSIDERATION THE ADMINISTRATIVE AGENT AND THE LENDERS
WOULD NOT HAVE ENTERED INTO THIS AGREEMENT), THE BORROWER AND ITS SUBSIDIARIES
HEREBY AGREE THAT IN THE EVENT THAT THE BORROWER AND/OR ITS SUBSIDIARIES SHALL
(i) FILE WITH ANY BANKRUPTCY COURT OR BE THE SUBJECT OF ANY PETITION UNDER TITLE
11 OF THE U.S. CODE, AS IT MAY BE AMENDED FROM TIME TO TIME ("CODE"), (ii) BE
THE SUBJECT OF ANY ORDER FOR RELIEF ISSUED UNDER SUCH TITLE 11
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OF THE CODE, AS IT MAY BE AMENDED FROM TIME TO TIME, (iii) FILE OR BE THE
SUBJECT OF ANY PETITION SEEKING ANY REORGANIZATION, ARRANGEMENT, COMPOSITION,
READJUSTMENT, LIQUIDATION, DISSOLUTION, OR SIMILAR RELIEF UNDER ANY PRESENT OR
FUTURE FEDERAL OR STATE ACT OR LAW RELATING TO BANKRUPTCY, INSOLVENCY, OR OTHER
RELIEF FOR DEBTORS, (iv) HAVE SOUGHT OR CONSENTED TO OR ACQUIESCED IN THE
APPOINTMENT OF ANY TRUSTEE, RECEIVER, CONSERVATOR, OR LIQUIDATOR, (v) BE THE
SUBJECT OF ANY ORDER, JUDGMENT, OR DECREE ENTERED BY ANY COURT OF COMPETENT
JURISDICTION APPROVING A PETITION FILED AGAINST SUCH PARTY FOR ANY
REORGANIZATION, ARRANGEMENT, COMPOSITION, READJUSTMENT, LIQUIDATION,
DISSOLUTION, OR SIMILAR RELIEF UNDER ANY PRESENT OR FUTURE FEDERAL OR STATE ACT
OR LAW RELATING TO BANKRUPTCY, INSOLVENCY, OR RELIEF FOR DEBTORS, WHETHER
VOLUNTARY OR INVOLUNTARY, THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL
THEREUPON BE ENTITLED TO IMMEDIATE RELIEF FROM ANY AUTOMATIC STAY IMPOSED BY
SECTION 362 OF TITLE 11 OF THE CODE, AS MAY BE AMENDED FROM TIME TO TIME, OR
IMPOSED BY ANY SUCH OTHER PRESENT OR FUTURE FEDERAL OR STATE ACT OR LAW RELATING
TO BANKRUPTCY, INSOLVENCY, OR RELIEF FOR DEBTORS, ON OR AGAINST THE EXERCISE OF
THE RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO ADMINISTRATIVE AGENT AND THE
LENDERS AS PROVIDED IN THE CREDIT AGREEMENT, THIS AGREEMENT, THE SECURITY
DOCUMENTS OR AS OTHERWISE PROVIDED BY LAW.
(b) THE BORROWERS AND EACH OF THE SUBSIDIARIES FURTHER AGREE THAT UPON
THE OCCURRENCE OF ANY TERMINATION EVENT AND WHETHER OR NOT ANY OF THE EVENTS SET
FORTH ABOVE IN SECTION 9.2(A) HAVE OCCURRED, THE BORROWER AND SUBSIDIARIES SHALL
TAKE, OR CAUSE TO BE TAKEN, ANY AND ALL ACTIONS NECESSARY: (I) TO PERMIT THE
ADMINISTRATIVE AGENT AND THE LENDERS TO PROCEED WITH ANY AND ALL ENFORCEMENT
ACTIONS UNDER THIS AGREEMENT, THE CREDIT AGREEMENT, SECURITY DOCUMENTS AND THE
ADDITIONAL LOAN DOCUMENTS; AND (II) TO PERMIT THE ADMINISTRATIVE AGENT AND THE
LENDERS TO INITIATE AND/OR PROCEED WITH ANY AND ALL FORECLOSURES ON (WHETHER
JUDICIAL OR NON-JUDICIAL), AND REALIZATION OF, ANY AND ALL PROPERTY HELD AS
SECURITY FOR THE LOANS.
SECTION 10. RELEASES
AS MATERIAL CONSIDERATION FOR THE EXECUTION OF THIS
AGREEMENT BY THE ADMINISTRATIVE AGENT AND THE LENDERS AND FOR
OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
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SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, (WITHOUT SUCH MATERIAL
CONSIDERATION ADMINISTRATIVE AGENT WOULD NOT HAVE ENTERED INTO THIS AGREEMENT),
BORROWER AND EACH SUBSIDIARY, AND ON BEHALF OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS
(COLLECTIVELY, THE "RELEASORS") HEREBY FOREVER WAIVES, RELEASES, REMISES,
ACQUITS AND DISCHARGES THE ADMINISTRATIVE AGENT AND EACH LENDER, AND ANY OF
ADMINISTRATIVE AGENT'S OR LENDER'S RESPECTIVE PARENTS, AFFILIATES, DIRECTORS,
OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, SHAREHOLDERS, SUBSIDIARIES AND
AFFILIATE CORPORATIONS, CONSTITUENT PARTNERS, ATTORNEYS, ACCOUNTANTS,
CONSULTANTS, ADVISORS, SUCCESSORS, HEIRS, ASSIGNS AND BENEFICIARIES, AND EACH OF
THEM (COLLECTIVELY, THE "RELEASEES"), OF AND FROM ANY AND ALL CONTROVERSIES,
PROMISES, DAMAGES, COSTS, LOSSES, EXPENSES, OBLIGATIONS, INDEBTEDNESS, DEBTS,
SUMS OF MONEY, ACCOUNTS, COMPENSATIONS, CONTRACTS, LIABILITIES, BREACHES OF
CONTRACTS, BREACHES OF DUTY OF ANY RELATIONSHIP, ACTS, OMISSIONS, MISFEASANCE,
MALFEASANCE, RIGHTS, CAUSES OF ACTION, SUITS, JUDGMENTS, CLAIMS, RECOUPMENTS,
COUNTERCLAIMS OR DEMANDS, OF EVERY TYPE, KIND, NATURE, DESCRIPTION OR CHARACTER,
AND IRRESPECTIVE OF HOW, WHY, OR BY REASON OF WHAT FACTS, WHETHER NOW EXISTING
OR THAT COULD, MIGHT, OR MAY BE CLAIMED TO EXIST, OF WHATEVER KIND OR NAME,
WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, LIQUIDATED OR UNLIQUIDATED,
FIXED OR CONTINGENT, FORESEEABLE OR UNFORESEEABLE, EACH AS THOUGH FULLY SET
FORTH HEREIN AT LENGTH, IN LAW, ADMIRALTY OR EQUITY (ANY OF THE FOREGOING, A
"CLAIM"), WHICH ANY OF THE RELEASORS PREVIOUSLY HAD FROM THE BEGINNING OF THE
WORLD OR NOW HAVE AGAINST ANY OF THE RELEASEES THROUGH THE DATE HEREOF, RELATED
TO OR CONNECTED WITH (A) THIS AGREEMENT, THE ADDITIONAL LOAN DOCUMENTS, THE
CREDIT AGREEMENT, THE LOANS OR ANY OF THEM OR THE TRANSACTIONS CONTEMPLATED BY
ANY OF THE FOREGOING, OR (B) ANY DISCUSSIONS OR ALLEGED ORAL AGREEMENTS AMONG
THE RELEASEES AND THE RELEASORS, OR ANY OF THEM, RELATING TO THE LOANS OR ANY
OTHER MATTER, WHICH DISCUSSIONS OR ORAL AGREEMENTS ARE NOT EMBODIED IN A WRITTEN
AGREEMENT EXECUTED BY A PARTIES INTENDED TO BE BOUND BY SUCH AGREEMENT AND
EXPRESSLY STATED TO BE AN AGREEMENT AMONG ALL OF SUCH PARTIES. THE BORROWER, THE
SUBSIDIARIES, THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS INTEND THAT THIS
WAIVER, RELEASE AND DISCHARGE APPLIES TO ALL SUCH CLAIMS THAT ARE BASED ON FACTS
OR CIRCUMSTANCES THAT EXISTED PRIOR TO, OR CAME INTO EXISTENCE CONCURRENTLY
WITH, OR THAT COME INTO EXISTENCE PRIOR, THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BUT WHICH DO
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NOT RIPEN INTO A RIGHT, CAUSE OF ACTION, CLAIM OR DEMAND UNTIL AFTER THE
EXECUTION AND DELIVERY OF THIS AGREEMENT. BORROWER AND EACH OF THE SUBSIDIARIES
HEREBY AGREES AND ACKNOWLEDGES THAT FACTS OR CIRCUMSTANCES NOW UNKNOWN TO THE
BORROWER AND THE SUBSIDIARIES, AS THE CASE MAY BE, THAT EXISTED PRIOR TO, OR
CAME INTO EXISTENCE CONCURRENTLY WITH, THE EXECUTION AND DELIVERY OF THIS
AGREEMENT MAY HAVE GIVEN RISE TO CLAIMS THAT ARE PRESENTLY UNKNOWN,
UNANTICIPATED AND UNSUSPECTED, AND THE BORROWER AND EACH SUBSIDIARY FURTHER
AGREES THAT THIS SECTION 10 HAS BEEN NEGOTIATED AND AGREED UPON IN LIGHT OF THAT
ACKNOWLEDGMENT AND THAT THE BORROWER AND EACH SUBSIDIARY, AS THE CASE MAY BE,
NEVERTHELESS HEREBY INTENDS IRREVOCABLY TO WAIVE, RELEASE, REMISE, ACQUIT AND
DISCHARGE THE RELEASEES OF AND FROM ANY SUCH UNKNOWN CLAIMS AS AFORESAID,
RELATED TO ANY OF THE TRANSACTIONS OR CIRCUMSTANCES DESCRIBED IN THIS SECTION.
SECTION 11. MISCELLANEOUS
11.1 Amendments and Waivers.
None of the terms as provisions of this Agreement may be waived,
amended, supplemented or otherwise modified, except in accordance with Section
10.1 of the Credit Agreement.
11.2 Agreements and Acknowledgments of the Administrative Agent and
Lenders.
The Administrative Agent and the Lenders:
(a) (i) acknowledge that the Borrower did not deliver the audited
financial statements (without qualification) required under Section 6.1(a) (for
the fiscal year ending December 31, 1997) of the Credit Agreement and (ii) agree
that the Borrower's failure to deliver such audited financial statements does
not and will not constitute a Termination Event.
(b) (i) acknowledge that certain of the reports required under Sections
6.2(c) and (d) of the Credit Agreement may be included in the reports required
under Section 6.10 of the Credit Agreement and (ii) agree that the Borrower
shall not be obligated to provide duplicative reports to the Administrative
Agent, provided however, in the event of any conflicts or inconsistencies
between the requirements of Section 6.2 and Section 6.10, the requirements of
Section 6.10 shall control.
(c) the definitions of Acceptable Loan Commitment and Acceptable
Purchase
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Agreement can be amended or modified, and the provisions of Sections 3.2 (b),
(d) and (e) hereof can be amended, modified or waived, only with consent and
approval of all of the Lenders.
11.3 Further Assurances.
At any time and from time to time, promptly after any request by the
Administrative Agent, the Borrower and the Subsidiaries will make, execute and
deliver, or cause to be made, executed and delivered, and, where appropriate,
cause to be recorded and/or filed and from time to time thereafter to be
re-recorded and/or refiled at such time and in such offices and places as the
Administrative Agent shall deem necessary any and all such other and further
financing statements, continuation statements, certificates, documents,
instruments, documents to correct any technical or inadvertent errors or
omissions in legal descriptions, and other items as the Administrative Agent,
may deem necessary or desirable in order to effectuate and to implement this
Agreement and to effectuate, complete or perfect, or to continue and preserve
the Liens and security interests granted or intended to be granted under this
Agreement, the Credit Agreement, the Security Documents and the Additional Loan
Documents.
11.4 Notices.
All notices, requests and demands to or upon the respective parties
hereto to be effective shall be in writing (including by telecopy), and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered in accordance with Section 10.4 of the First Forbearance
Agreement.
11.5 No Waiver; Cumulative Remedies.
No failure to exercise and no delay in exercising, on the part of
either the Administrative Agent or any Lender, any right, remedy, power or
privilege hereunder or under the other Loan Documents shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein provided are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.
11.6 Survival of Representations and Warranties.
All representations and warranties made hereunder, in the other Loan
Documents and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of
this Agreement.
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11.7 Payment of Expenses.
The Borrower agrees (a) to pay or reimburse the Administrative Agent
for all of its reasonable out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, this Agreement
and any amendment, supplement or modification to, this Agreement and the other
Additional Loan Documents and any other documents prepared in connection
herewith or therewith, and the consummation and administration of the
transactions contemplated hereby and thereby, including, without limitation, the
fees and disbursements of counsel and other advisors to the Administrative
Agent, and to each of the Lenders (including the allocated fees and expenses of
in-house counsel) (b) to pay or reimburse each Lender and the Administrative
Agent for all its costs and expenses incurred in connection with the enforcement
or preservation of any rights under this Agreement, the other Loan Documents and
any such other documents, including, without limitation, the fees and
disbursements of counsel (including the allocated fees and expenses of in-house
counsel) to each Lender and of counsel to the Administrative Agent, (c) to pay,
indemnify, and hold the Administrative Agent and each Lender harmless from, any
and all recording and filing fees or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the
Additional Loan Documents and any such other documents, and (d) to pay,
indemnify, and hold the Administrative Agent and each Lender and their
respective officers, directors, employees, affiliates, agents and controlling
persons (each, an "indemnitee") harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever with respect
to the execution, delivery, enforcement, performance and administration of this
Agreement, the Additional Loan Documents and any such other documents,
including, without limitation, any of the foregoing relating to the use of
proceeds of the Loans and the Third Party Contribution or the violation of,
noncompliance with or liability under, any Environmental Law applicable to the
operations of the Borrower any of its Subsidiaries or any of the Properties (all
the foregoing in this clause (d), collectively, the "indemnified liabilities"),
provided, that the Borrower shall have no obligation hereunder to any indemnitee
with respect to indemnified liabilities to the extent such indemnified
liabilities are found by a final and nonappealable decision of a court of
competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such indemnitee. The agreements in this Section 10.7 shall survive
repayment of the Loans and all other amounts payable hereunder.
11.8 Integration.
This Agreement and the other Additional Loan Documents represent the
entire agreement of the Borrower, the Administrative Agent and the Lenders with
respect to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Administrative Agent or any Lender relative
to subject matter hereof not expressly set forth or referred to herein or in the
Additional Loan Documents.
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11.9 GOVERNING LAW.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OR CONFLICTS
OF LAW.
11.10 SUBMISSION TO JURISDICTION; WAIVERS.
THE BORROWER AND EACH OF THE SUBSIDIARIES HEREBY
IRREVOCABLY AND UNCONDITIONALLY:
(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR
PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH IT
IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT
THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT
OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT
IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR
PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM
THE SAME;
(C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR
PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED
MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE
BORROWER AT ITS ADDRESS SET FORTH IN SECTION 10.4 OF THE FIRST FORBEARANCE
AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE ADMINISTRATIVE AGENT SHALL HAVE
BEEN NOTIFIED PURSUANT THERETO;
(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO
EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT
THE RIGHT TO XXX IN ANY OTHER JURISDICTION; AND
(E) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY
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LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY LEGAL ACTION OR PROCEEDING
REFERRED TO IN THIS SECTION 11.10 ANY SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES.
11.11 WAIVERS OF JURY TRIAL.
THE BORROWER, THE SUBSIDIARIES, THE ADMINISTRATIVE AGENT AND THE OTHER
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER ADDITIONAL DOCUMENT
AND FOR ANY COUNTERCLAIM OR THIRD PARTY CLAIM THEREIN.
11.12 Credit Agreement.
Except as amended or modified by this Agreement, the First Forbearance
Agreement, the Second Forbearance Agreement, the Third Forbearance Agreement,
the Credit Agreement shall remain in full force and effect in accordance with
its original terms, provided, however, in the event that there is any
inconsistency between this Agreement and any of the Additional Loan Documents
and the Credit Agreement, the provisions of this Agreement and the Additional
Loan Documents shall control.
11.13 Counterparts.
This Agreement may be executed by one or more of the parties to this
Agreement on any number of separate counterparts (including by telecopy), and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.
11.14 Enforceability; Usury.
In no event shall any provision of this Agreement, the Credit
Agreement, the Notes, or any other instrument evidencing or securing the
indebtedness of the Borrower hereunder ever obligate the Borrower to pay or
allow any Lender to collect interest on the Notes or any other indebtedness of
the Borrower hereunder at a rate greater than the maximum non-usurious rate
permitted by applicable law (herein referred to as the "Highest Lawful Rate"),
or obligate the Borrower to pay any taxes, assessments, charges, insurance
premiums or other amounts to the extent that such payments, when added to the
interest payable on the Notes, would be held to constitute the payment by the
Borrower of interest at a rate greater than the Highest Lawful Rate; and this
provision shall control over any provision to the contrary.
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Without limiting the generality of the foregoing, in the event the
maturity of all or any part of the principal amount of the indebtedness of the
Borrower hereunder shall be accelerated for any reason, then such principal
amount so accelerated shall be credited with any interest theretofore paid
thereon in advance and remaining unearned at the time of such acceleration. If,
pursuant to the terms of this Agreement, the Credit Agreement or the Notes, any
funds are applied to the payment of any part of the principal amount of the
indebtedness of the Borrower hereunder prior to the maturity thereof, then (a)
any interest which would otherwise thereafter accrue on the principal amount so
paid by such application shall be canceled, and (b) the indebtedness of the
Borrower hereunder remaining unpaid after such application shall be credited
with the amount of all interest, if any, theretofore collected on the principal
amount so paid by such application and remaining unearned at the date of said
application; and if the funds so applied shall be sufficient to pay in full all
the indebtedness of the Borrower hereunder, then the Lenders shall refund to the
Borrower all interest theretofore paid thereon in advance and remaining unearned
at the time of such acceleration. Regardless of any other provision in this
Agreement, the Credit Agreement or in any of the written evidences of the
indebtedness of the Borrower hereunder, the Borrower shall never be required to
pay any unearned interest on such indebtedness or any portion thereof, and shall
never be required to pay interest thereon at a rate in excess of the Highest
Lawful Rate construed by courts having competent jurisdiction thereof.
THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
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IN WITNESS WHEREOF, this Agreement has been executed and delivered as
of the date and year first above written.
PHYSICIAN COMPUTER NETWORK, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
VERSYSS INCORPORATED
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
SOLION CORPORATION
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
XXXXXX-XXXXXX, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
INTEGRATED HEALTH SYSTEMS, INC.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
PCN HP VENTURE CORP.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
PCN SERVICES CORP.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: Vice President
MEDICAL NETWORK SYSTEMS, CORP.
By: /s/ Xxxx X. Xxxxxxxx
Name: Xxxx X. Xxxxxxxx
Title: President
FLEET BANK, N.A., as Administrative
Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
XXXXXX COMMERCIAL PAPER, INC.
By: /s/ Xxxxxxxxxxx Xxxx
Name: Xxxxxxxxxxx Xxxx
Title: Managing Director
BANK OF MONTREAL
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: Director
SKANDINAVISKA ENSKILDA XXXXXX
XX (PUBLIC) NEW YORK BRANCH
By: /s/ X. Xxxxxxxxxx
Name: X. Xxxxxxxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Assistant Vice President
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
IMPERIAL BANK, A CALIFORNIA
BANKING CORPORATION
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: Senior Vice President
SOCIETE GENERALE
By: /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
SUMMIT BANK
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Vice President-Regional Manager
HCM OFFSHORE TRUST
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Authorized Signatory
