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EXHIBIT 2.7
AMENDMENT NO. 14 TO THE AMENDED AND
RESTATED OPERATIONS AND SETTLEMENT AGREEMENT
This Amendment No. 14 ("Amendment") to the Amended and Restated Operations
and Settlement Agreement, as amended, (the "Agreement") is entered into as of
March 31, 2000, among the Commissioner of the Department of Corporations of the
State of California (the "Commissioner" acting for himself and the Department of
Corporations of the State of California (collectively, the "State")), J. Xxxx
Xxxxxxxxx, as Special Monitor-Examiner, Caremark Rx, Inc., a Delaware
corporation, f/k/a/ MedPartners, Inc., and its successors and assigns
("MedPartners") and MedPartners Provider Network, Inc., a California corporation
("MPN"), as a debtor and debtor in possession in the Bankruptcy Case.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Agreement.
RECITALS
WHEREAS, the parties entered into the Agreement as of June 16, 1999; and
WHEREAS, the parties have previously entered into Amendments Nos. 1 through
13 to the Agreement.
NOW THEREFORE, in consideration of the mutual covenant and agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
AGREEMENT
1. The second sentence of Subsection 3.8(b) of the Agreement is hereby
amended by deleting "March 31, 2000" and inserting in its place "May 1, 2000;
provided, however, that the Creditors Committee shall have the right to file
objections to pre-petition Claims through the effective date of MPN's Plan of
Reorganization, or such other date as is provided for in the Plan of
Reorganization once confirmed."
2. Section 13.2 of the Agreement is hereby amended by deleting "March 31,
2000" and inserting in its place "May 1, 2000."
3. The Agreement shall remain unchanged in all other respects.
4. This Amendment may be executed in one or more counterparts each of
which, when executed and delivered, shall be deemed to be an original, and all
of which, when taken together, shall constitute but one and the same agreement.
Delivery of an executed counterpart of this Amendment by facsimile shall be
equally effective as delivery of an original executed counterpart of this
Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
CAREMARK RX, INC.,
A DELAWARE CORPORATION
By:
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Xxxxxx X. Xxxxxx, Xx.
Title: EVP
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MEDPARTNERS PROVIDER NETWORK, INC.,
A CALIFORNIA CORPORATION
By:
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Xxx Xxxxxx
Title: Corporate Secretary
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COMMISSIONER OF THE DEPARTMENT OF
CORPORATIONS
By:
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Xxxxxxx Xxxxxxxx
Title: Acting Commissioner of the
Department of Corporations
J. XXXX XXXXXXXXX,
AS SPECIAL MONITOR-EXAMINER AND NOT
INDIVIDUALLY
By:
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Title: J. Xxxx Xxxxxxxxx,
as Special Monitor-Examiner
