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EXHIBIT 10.1
AMENDMENT NO. 9 TO THE LOAN DOCUMENTS
AMENDMENT dated as of August 16, 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, Amendment No.
7 to the Loan Documents dated as of June 29, 1999 and Amendment No. 8 to the
Loan Documents ("AMENDMENT NO. 8") dated as of August 2, 1999, the "CREDIT
AGREEMENT") among MedPartners, Inc., a Delaware corporation (the "BORROWER"),
the Lenders party thereto, 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
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 provide, among other things, for the
application of the Net Cash Proceeds of asset dispositions as set forth herein.
(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 occurrence of the Amendment
Effective Date (as hereinafter defined), hereby amended to read as follows:
(a) Section 1.01 of the Credit Agreement is amended by adding in the
appropriate alphabetical order the following definition:
"SENIOR INDENTURE TRUSTEE" means U. S. Bank National Association, in
its capacity as Trustee of the Senior Notes pursuant to the Senior Notes
Indenture, or any successor thereto."
(b) The definition of "AMENDMENT NO. 8 NET CASH PROCEEDS RESERVE" in
Section 1.01 is hereby amended to delete the figure "$20,000,000" and to
substitute therefor the figure "$50,000,000."
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(c) Section 2.01(c)(iii)(y) is amended to delete the date "August 31,
1999" and to substitute therefor the date "September 30, 1999."
(d) Section 5.02(b)(xviii) is amended in its entirety to read as
follows:
"(xviii) Indebtedness of the Borrower in an aggregate principal amount
not in excess of $12,000,000, including within such amount Indebtedness
evidenced by Contingent Obligations, which Indebtedness will be
comprised of loans from one or more Plans (as defined in the California
Settlement Agreement) or guarantees of loans by one or more Plans, the
proceeds of which direct Indebtedness will be loaned to one or more
buyers to be used, and the proceeds of which loans guaranteed by such
Contingent Obligations will be used, to finance the working capital
requirements of certain California Operations (as defined in the
California Settlement Agreement) purchased from the Borrower or its
Subsidiaries; provided that in all circumstances, the Borrower shall not
have any payment obligation in respect of such Indebtedness until at
least three years after the date such Indebtedness is incurred."
(e) 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, exclusive of up to $15,000,000 of
such Net Cash Proceeds which can be retained by the Borrower and
used solely for the payment of amounts owing under the Amended
Aetna Note when due and payable in accordance with the terms
thereof (such non-excluded 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
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)."
SECTION 2. Conditions Precedent to the Effectiveness of this
Amendment. This Amendment shall become effective as of the first date (the
"AMENDMENT EFFECTIVE DATE") on which, and only if, each of the following
conditions precedent shall have been satisfied:
(a) The Administrative Agent shall have received on or before 12:00 noon
(Charlotte time) on August 16, 1999, (i) 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 Amendment, (ii) the Consent attached hereto, executed and
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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 prior to such
time, a fee from the Borrower in an amount equal to 0.125% of the aggregate
Commitment of such Lender Party, which amount will be distributed to the
respective Lender Party no later than the third Business Day following receipt
thereof by the Administrative Agent.
(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, before and 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, or shall result
from the effectiveness of 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. Security Interest. The Borrower agrees that as
promptly as practicable after it is permitted under the terms of the Credit
Agreement it will take all actions necessary to grant a perfected security
interest in all of the capital stock of Caremark pursuant to documentation
satisfactory to the Administrative Agent (including, but not limited to, a
trust agreement, pledge agreement and opinions of counsel), in favor of the
Lender Parties, and equally and ratably in favor of the Senior Indenture
Trustee for the benefit of the holders of the Senior Notes.
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
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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.
(c) The Borrower confirms and ratifies its agreement to pay the fee
referred to in Section 3 of Amendment No. 8 with the Application Date referred
to therein to mean the Application Date provided for in this Amendment through
the amendment to Section 2.01(c)(iii)(y) of the Credit Agreement provided for
in Section 1(c) hereof.
SECTION 5. Costs and Expenses. 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.
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.
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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
--------------------------------------
Name:
Title:
THE ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A.
By
--------------------------------------
Name:
Title:
THE LENDER PARTIES
BANK OF AMERICA, N.A., as a Lender,
the Swing Line Bank and the Issuing Bank
By
--------------------------------------
Name:
Title:
AMSOUTH BANK
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
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THE CHASE MANHATTAN BANK
By /s/ Xxxx Xxx Xxx
--------------------------------------
Name: Xxxx Xxx Xxx
Title: Vice President
CITIBANK, N.A.
By /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Managing Director/SCO
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
DEBT STRATEGIES FUND, INC.
By
--------------------------------------
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By /s/ L. Xxxxxxx Xxxxxxxx
--------------------------------------
Name: L. Xxxxxxx Xxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxxxx Xxxxx
--------------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
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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
KZH HIGHLAND-2 LLC
By /s/ Xxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxx
Title: Authorized Agent
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED
By /s/ X.X. Xxxxxx, Xx.
--------------------------------------
Name: X.X. Xxxxxx, Xx.
Title:
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO, INC.
BY: XXXXXXX XXXXX ASSET
MANAGEMENT L.P., as Investment Advisor
By
--------------------------------------
Name:
Title:
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
BY: XXXXXXX XXXXX ASSET MANAGEMENT, L.P.,
as Investment Advisor
By
--------------------------------------
Name:
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By
--------------------------------------
Name:
Title:
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XXXXXXX XXXXX PRIME RATE PORTFOLIO
BY: XXXXXXX XXXXX ASSET
MANAGEMENT, L.P., as Investment Advisor
By
--------------------------------------
Name:
Title:
ML CBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT L.P.,
as Collateral Manager
By /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx, CFA, CPA
Title: President
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By /s/ Xxxxxxx X. XxXxxxx
--------------------------------------
Name: Xxxxxxx X. XxXxxxx, CFA
Title: Assistant Vice President
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxx Xxxxx Xxxxxx
--------------------------------------
Name: Xxxx Xxxxx Xxxxxx
Title: Vice President
XXX CAPITAL FUNDING, LP
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx, CFA, CPA
Title: President
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PAMCO CAYMAN, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By /s/ Xxxxx Xxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxx, CFA, CPA
Title: President
PILGRIM PRIME RATE TRUST
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By /s/ Xxxxxxx X. XxXxxxx
--------------------------------------
Name: Xxxxxxx X. XxXxxxx, CFA
Title: Assistant Vice President
SCOTIABANC INC.
By /s/ Xxxx Xxxxxxx
--------------------------------------
Name: Xxxx Xxxxxxx
Title: Relationship Manager
SRV-HIGHLAND, INC.
By /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
XXXXX XXX & XXXXXXX INCORPORATED,
as Agent for KEYPORT LIFE INSURANCE
COMPANY
By /s/ Xxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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TRANSAMERICA LIFE INSURANCE AND
ANNUITY CO.
By /s/ Xxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Investment Officer
TRANSAMERICA PREMIER HIGH YIELD FUND
By /s/ Xxxxxxx Xxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Investment Officer
XXX XXXXXX PRIME RATE INCOME TRUST
By
--------------------------------------
Name:
Title:
XXX XXXXXX SENIOR INCOME TRUST
By
--------------------------------------
Name:
Title:
XXX XXXXXX CLO II, LIMITED
BY: XXX XXXXXX MANAGEMENT, INC.,
as Collateral Manager
By
--------------------------------------
Name:
Title:
WACHOVIA BANK, N.A.
By /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
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CONSENT TO AMENDMENT NO. 9
TO THE LOAN DOCUMENTS
As of August 16, 1999
Reference is made to Amendment No. 9 to the Loan Documents
dated as of August 16, 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, Amendment No. 7 to the Loan Documents
dated as of June 29, 1999 and Amendment No. 8 to the Loan Documents dated as of
August 2, 1999, the "CREDIT AGREEMENT") among MedPartners, Inc., a Delaware
corporation, the Lenders party thereto, 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
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
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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
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
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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
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
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CAREMARK INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
By /s/ Xxxxx Xxxxx
----------------------------------------
Name: Xxxxx Xxxxx
Title: Treasurer
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
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CAREMARK INTERNATIONAL HOLDINGS INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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
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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
MEDPARTNERS MEDICAL MANAGEMENT OF
OHIO, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
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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
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
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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
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
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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
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 & Treasurer
of MedPartners, Inc., the General
Partner
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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
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
10
21
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
Corporate Secretary of
MedPartners, Inc., a Partner
FAMILY MEDICAL CENTER
By /s/ Xxxx X. Xxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary of
Pacific Medical Group, Inc., a Partner
11
22
5000 AIRPORT PLAZA, L.P.
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
12
