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Exhibit 4.1
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This Amendment No. 2 (the "Amendment") is entered into as of December
21, 1998 by and among OMNICARE, INC., a Delaware corporation (the "Borrower"),
the undersigned lenders (collectively, the "Lenders") and THE FIRST NATIONAL
BANK OF CHICAGO, as one of the Lenders and in its capacity as contractual
representative (the "Agent") on behalf of itself and the other Lenders.
RECITALS:
WHEREAS, the Borrower, the Lenders and the Agent have entered into that
certain Credit Agreement dated as of October 22, 1996, as amended by an
Amendment No. 1 dated as of November 3, 1997 (the "Credit Agreement");
WHEREAS, the Borrower has notified the Lenders and the Agent that the
Borrower wishes to enter into a $400,000,000 364-day revolving credit facility
with certain other lenders and the Agent, as agent for such other lenders (the
"364-Day Facility"), which facility would be guaranteed by certain of the
Subsidiaries of the Borrower (the "Related Guaranties");
WHEREAS, the Borrower seeks to amend the Credit Agreement to permit the
364-Day Facility and the Related Guaranties; and
WHEREAS, the Required Lenders and the Agent are willing to amend the
Credit Agreement to permit the 364-Day Facility and the Related Guaranties on
the terms and conditions herein set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINED TERMS. Capitalized terms used herein and not otherwise
defined herein shall have the meanings attributed to such terms in the Credit
Agreement.
2. AMENDMENTS TO CREDIT AGREEMENT. Upon the effectiveness of this
Amendment in accordance with the provisions of SECTION 3 below, the Credit
Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended by
deleting therefrom the definition of "APPLICABLE COMMITMENT FEE RATE"
and substituting therefor the following:
"APPLICABLE COMMITMENT FEE RATE" means, for any date,
the applicable per annum Commitment Fee Rate set forth below
based on the Fixed Charge Coverage Ratio as of the last day of
the Borrower's most recently ended fiscal quarter for the four
consecutive fiscal quarters ending with such fiscal quarter:
Applicable
Fixed Charge Coverage Ratio Commitment Fee Rate
--------------------------- -------------------
Greater than 1.80 to 1.00 0.20%
Less than or equal to 1.80 to 1.00
but greater than 1.50 to 1.00 0.225%
Less than or equal to 1.50 to 1.00 0.35%
The Applicable Commitment Fee Rate shall be adjusted effective
on the fifth Business Day after the delivery of Borrower's
quarterly or annual financial statements pursuant to SECTION
6.1(a) or 6.1(b), as applicable, provided that if timely
delivery of such quarterly or annual financial statements is
not made, for purposes of determining the Applicable
Commitment Fee Rate, the Fixed Charge
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Coverage Ratio shall be assumed to be less than 1.50 to 1.00
until such delivery is made.
(b) Section 1.1 of the Credit Agreement is hereby amended by
deleting therefrom the definition of "APPLICABLE LETTER OF CREDIT FEE
RATE" and substituting therefor the following:
"APPLICABLE LETTER OF CREDIT FEE RATE" means, for any
date, with respect to Letters of Credit issued pursuant to or
governed by the terms of this Agreement, the applicable rate
per annum set forth below based on the Fixed Charge Coverage
Ratio as of the last day of the Borrower's most recently ended
fiscal quarter for the four consecutive fiscal quarters ending
with such fiscal quarter:
Applicable Letter of
Fixed Charge Coverage Ratio Credit Fee Rate
--------------------------- ---------------
Greater than 1.80 to 1.00 0.90%
Less than or equal to 1.80 to 1.00
but greater than 1.50 to 1.00 1.00%
Less than or equal to 1.50 to 1.00 1.25%
The Applicable Letter of Credit Fee Rate shall be adjusted
effective on the fifth Business Day after the delivery of
Borrower's quarterly or annual financial statements pursuant
to SECTION 6.1(a) or 6.1(b), as applicable, provided that if
timely delivery of such quarterly or annual financial
statements is not made, for purposes of determining the
Applicable Margin, the Fixed Charge Coverage Ratio shall be
assumed to be less than 1.50 to 1.00 until such delivery is
made.
(c) Section 1.1 of the Credit Agreement is hereby amended by
deleting therefrom the definition of "APPLICABLE MARGIN" and
substituting therefor the following:
"APPLICABLE MARGIN" means, for any date, with respect
to the Loans comprising any Eurodollar Advance, the applicable
rate per annum set forth below for such Loans based on the
Fixed Charge Coverage Ratio as of the last day of the
Borrower's most recently ended fiscal quarter for the four
consecutive fiscal quarters ending with such fiscal quarter:
Fixed Charge Coverage Ratio Applicable Margin
--------------------------- -----------------
Greater than 1.80 to 1.00 0.90%
Less than or equal to 1.80 to 1.00
but greater than 1.50 to 1.00 1.00%
Less than or equal to 1.50 to 1.00 1.25%
The Applicable Margin shall be adjusted effective on the fifth
Business Day after the delivery of Borrower's quarterly or
annual financial statements pursuant to SECTION 6.1(a) or
6.1(b), as applicable, provided that if timely delivery of
such quarterly or annual financial statements is not made, for
purposes of determining the Applicable Margin, the Fixed
Charge Coverage Ratio shall be assumed to be less than 1.50 to
1.00 until such delivery is made.
(d) Section 1.1 of the Credit Agreement is hereby amended to
delete therefrom the definition of "CONVERTIBLE NOTES" and to
substitute therefor the following:
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"CONVERTIBLE NOTES" means the 5 3/4% Convertible
Subordinated Notes due 2003 and the 5% Convertible
Subordinated Notes due 2007 issued by the Borrower pursuant to
the terms of the respective Indentures.
(e) Section 1.1 of the Credit Agreement is hereby amended to
delete therefrom the definition of "GAAP" and to substitute therefor
the following:
"GAAP" means generally accepted accounting principles
as in effect from time to time.
(f) Section 1.1 of the Credit Agreement is amended hereby to
delete therefrom the definition of "INDENTURE" and to substitute
therefor the following:
"INDENTURES" means the Indenture dated as of October
1, 1993 by and between the Borrower and NBD Bank (formerly
known as NBD Bank, N.A.) and the Indenture dated as of
December 10, 1997 by and between the Borrower and The First
National Bank of Chicago, in each case as the same may be
amended or modified from time to time, pursuant to which the
respective Convertible Notes were issued.
(g) Section 1.1 of the Credit Agreement is hereby amended to
delete therefrom the definition of "PERMITTED ACQUISITION" and to
substitute therefor the following:
"PERMITTED ACQUISITION" means any Acquisition made by
the Borrower or any of its Subsidiaries provided that: (a) as
of the date of such Acquisition, no Default or Unmatured
Default shall have occurred and be continuing or would result
from such Acquisition or from the incurrence of any
Indebtedness in connection with such Acquisition; (b) prior to
the date of such Acquisition, such Acquisition shall have been
approved by the board of directors and, if applicable, the
shareholders of the Person whose stock or assets are being
acquired in connection with such Acquisition and no claim or
challenge has been asserted or threatened by any shareholder
or director of such Person which could reasonably be expected
to have a material adverse effect on such Acquisition or a
Material Adverse Effect; (c) as of the date of any such
Acquisition, all approvals required in connection with such
Acquisition shall have been obtained; and (d) any such
Acquisition is an Acquisition of the assets or capital stock
or other equity interests of a Person engaged in any line of
business being conducted by the Borrower or any of its
Subsidiaries at the time of such Acquisition or of a Health
Care Company.
(h) SECTION 1.1 of the Credit Agreement is hereby amended by
adding, alphabetically therein, the following new defined terms:
"HEALTH CARE COMPANY" means a Person that is engaged,
directly or indirectly, in (a) owning, operating or managing
one or more facilities which dispenses, markets or provides
healthcare products or services, including, without
limitation, pharmaceutical products or services, (b)
purchasing, repackaging, selling or dispensing pharmaceutical
products, (c) providing healthcare consulting and billing
services, (d) distributing medical supplies and equipment, (e)
providing infusion therapy products or services, (f) providing
respiratory services, equipment or supplies, (g) providing
parenteral and enteral nutrition products, wound care
products, osotomy and urological supplies, (h) providing home
health care services, (i) providing dialysis services, (j)
providing contract pharmaceutical research services, (k)
providing disease and outcome management services, including
formulary services, (l) providing orthopedic supplies and
services, (m) providing information technology, including
software products and services, to Persons engaged in any of
the foregoing businesses, including long term care
institutions, (n) providing any service or product described
in the Standard
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Industrial Classification Manual (1987 Revision) published by
the Office of Management and Budget under the heading Industry
No. 5047, 5122, 5912 or 8731 or Major Group 80 as a whole, (o)
providing any product or service ancillary or incidental to
the healthcare industry to any customer or client of any of
the foregoing Persons, or (p) providing any other healthcare
related products or services.
"UTILIZATION FEE RATE" means the applicable per
annum rate set forth below based upon the Fixed Charge
Coverage Ratio as of the last day of the Borrower's most
recently ended fiscal quarter for the four consecutive fiscal
quarters ending with such fiscal quarter:
Fixed Charge Coverage Ratio Utilization Fee Rate
--------------------------- --------------------
Greater than 1.80 to 1.00 0.10%
Less than or equal to 1.80 to 1.00
but greater than 1.50 to 1.00 0.15%
Less than or equal to 1.50 to 1.00 0.25%
The Utilization Fee Rate shall be adjusted effective on the
fifth Business Day after the delivery of Borrower's quarterly
or annual financial statements pursuant to SECTION 6.1(a) or
6.1(b), as applicable, provided that if timely delivery of
such quarterly or annual financial statements is not made, for
purposes of determining the Utilization Fee Rate, the Fixed
Charge Coverage Ratio shall be assumed to be less than 1.50 to
1.00 until such delivery is made.
"YEAR 2000 ISSUES" means, with respect to any
computer-related systems of the Borrower and its Subsidiaries,
anticipated costs, problems and uncertainties associated with
the inability of certain computer applications to effectively
handle data including dates on and after January 1, 2000, as
such inability affects the business, operations, and financial
condition of the Borrower and its Subsidiaries.
"364-DAY FACILITY" means a senior unsecured revolving
credit facility in an amount not to exceed $400,000,000 in
principal Indebtedness and having a maturity of 364 days,
subject to the Borrower's option to convert the revolving
loans outstanding thereunder to a one-year term loan, to be
entered into between the Borrower, certain lenders and First
Chicago, as agent for such lenders, as such facility may be
amended, restated or otherwise modified from time to time, and
any similar facility which refinances or replaces such
facility, but subject in any event to the foregoing limitation
in principal amount.
(i) Section 2.11 of the Credit Agreement is hereby amended as
follows:
(i) The phrase "COMMITMENT FEE; REDUCTIONS IN
AGGREGATE COMMITMENT" is hereby deleted and replaced
with the following: "COMMITMENT AND UTILIZATION FEES;
REDUCTIONS IN AGGREGATE COMMITMENT."
(ii) The character "(i)" is hereby inserted after the
character "(a)".
(iii) The following sentence is hereby inserted at
the end of SECTION 2.11(a):
"(ii) The Borrower agrees that if, at the
end of any fiscal quarter, commencing with
the fiscal quarter ending December 31, 1998,
the average daily aggregate principal amount
of outstanding Loans during such quarter
exceeded fifty percent (50%) of the average
daily amount of the Aggregate Commitment
during such quarter, the Borrower shall pay
to the Agent, for the ratable account of
each
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Lender, a utilization fee at the Utilization
Fee Rate on the average daily aggregate
principal amount of all outstanding Loans
during such quarter, payable not later than
five (5) Business Days following the last
day of such quarter. The period from and
including the first day of the fiscal
quarter in which the "Termination Date" (as
defined below) occurs to but excluding the
date which is the earliest of the Facility
Termination Date, the date of the reduction
to zero of the Aggregate Commitment pursuant
to SECTION 2.11 and the date of the
termination of the Aggregate Commitment
pursuant to SECTION 8.1 (the "TERMINATION
DATE") shall be treated as if it were a
fiscal quarter (but having only the actual
number of days of such period) for purposes
of the foregoing fee calculation, and the
utilization fee, if any, for such period
shall be payable on such Termination Date.
(j) ARTICLE V of the Credit Agreement is amended to insert the
following new SECTION 5.17 at the end thereof:
5.17. YEAR 2000. The Borrower and its Subsidiaries
have made an assessment of the Year 2000 Issues and in good
faith believe they have a realistic and achievable program for
remediating the Year 2000 Issues on a timely basis and a
reasonable contingency plan to address any inability of
computer applications in the computer systems of their
material customers, suppliers and vendors to effectively
handle data including dates on and after January 1, 2000.
Based on such assessment and program, the Borrower and its
Subsidiaries do not reasonably anticipate that Year 2000
Issues will have a Material Adverse Effect.
(k) SECTION 6.12 of the Credit Agreement is amended by adding
the following proviso at the end thereof:
; PROVIDED, HOWEVER, that nothing contained in this SECTION
6.12 shall prohibit any payment or prepayment of Indebtedness
under the 364-Day Facility.
(l) SECTION 6.14 of the Credit Agreement is amended (i) by
amending CLAUSE (a) thereof in its entirety to read as follows: "(a)
Investments described on SCHEDULE 1 hereto;"; (ii) by adding at the end of
CLAUSE (b) thereof the following proviso: "PROVIDED that if such
Investment is an Acquisition, it shall be a Permitted Acquisition;"; and
(iii) by deleting the reference to "SECTION 6.15(e)" in CLAUSE (m) thereof
and substituting therefor a reference to "SECTION 6.15(g)".
(m) SECTION 6.15 of the Credit Agreement is amended in its
entirety to read as follows by adding the following proviso at the end
thereof:
6.15. CONTINGENT OBLIGATIONS. The Borrower will not,
nor will it permit any of its Subsidiaries to, make or suffer
to exist any Contingent Obligation, except (a) by endorsement
of instruments for deposit or collection in the ordinary
course of business, (b) pursuant to the Guaranties, (c)
Contingent Obligations of the Borrower and any of its
Subsidiaries described on SCHEDULE 1 hereto, (d) Contingent
Obligations incurred by the Borrower in respect of the
obligations (other than obligations constituting Indebtedness
of the types described in CLAUSES (a), (d), (e) and, to the
extent issued in support of Indebtedness of the types
described in such CLAUSES (a), (d) and (e), CLAUSE (h) of the
definition of "Indebtedness") of any Guarantor, (e) Contingent
Obligations incurred by any Guarantor in respect of
obligations (other than obligations constituting Indebtedness
of the types described in CLAUSES (a), (d), (e) and, to the
extent issued in support of Indebtedness of the types
described in such CLAUSES (a), (d) and (e), CLAUSE (h) of the
definition of "Indebtedness") of any of its Subsidiaries that
is a Guarantor, (f) Contingent Obligations incurred by any
Subsidiary in respect of the obligations of any of its
Subsidiaries and existing at the time such Subsidiary is
acquired, directly or indirectly, by the Borrower and not
incurred in anticipation of such Acquisition, and Contingent
Obligations incurred by the Borrower in respect
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of any such obligations, and (g) other Contingent Obligations,
together with Investments permitted pursuant to SECTION
6.14(m), not to exceed in the aggregate more than 5% of
Consolidated Net Worth; PROVIDED, HOWEVER, that nothing
contained in this SECTION 6.15 shall prohibit any Subsidiary
of the Borrower that is a Guarantor from also guaranteeing the
repayment of Indebtedness under the 364- Day Facility.
(n) ARTICLE VI of the Credit Agreement is amended to insert
the following new Section 6.21 at the end thereof:
6.21. YEAR 2000. The Borrower shall take and will
ensure its Subsidiaries take all actions reasonably necessary
to assure that the Year 2000 Issues will not have a Material
Adverse Effect and to implement their contingency plan to
address any inability of computer applications in the computer
systems of their material customers, suppliers and vendors to
effectively handle data including dates on and after January
1, 2000. The Borrower, on behalf of itself and its
Subsidiaries, will promptly notify the Agent in writing of any
reasonably anticipated Material Adverse Effect as a result of
Year 2000 Issues or as a result of any such inability with
respect to their material customers, suppliers and vendors.
(o) SECTION 9.6 of the Credit Agreement is amended by deleting
the parenthetical phrase "(and their directors, officers and employees
with respect to SECTION 9.7)" in the last sentence thereof and
substituting therefor the parenthetical phrase "(and their Affiliates and
respective directors, officers and employees with respect to SECTION
9.7)".
(p) SECTION 9.7 of the Credit Agreement is amended by amending
the third sentence thereof in its entirety to read as follows:
The Borrower further agrees to indemnify the Agent, each
Lender and their respective Affiliates, and such entities'
respective directors, officers and employees (each an
"Indemnitee") against all losses, claims, damages, penalties,
judgments, liabilities and expenses (including, without
limitation, all reasonable expenses of litigation or
preparation therefor whether or not the Agent or any Lender is
a party thereto) which any of them may pay or incur arising
out of or relating to this Agreement, the other Loan
Documents, the transactions contemplated hereby or the direct
or indirect application or proposed application of the
proceeds of any Loan or Letter of Credit hereunder except to
the extent that such losses, claims, damages, penalties,
judgments, liabilities and expenses are found in a final
judgment by a court of competent jurisdiction to have arisen
solely from the Gross Negligence or willful misconduct of such
Indemnitee.
(q) SECTION 12.2.1 of the Credit Agreement is amended by
amending the proviso at the end of the first sentence threof in its
entirety to read as follows:
PROVIDED, HOWEVER, that if a Participant is an Affiliate of
such Lender or if a Default has occurred and is continuing,
the consent of the Borrower shall not be required.
(r) SCHEDULE 1 of the Credit Agreement is amended by deleting
the portions thereof identified as SCHEDULE 1B.2-OTHER INVESTMENTS and
SCHEDULE 1D-CONTINGENT OBLIGATIONS and substituting therefor the Schedules
attached hereto as SCHEDULE IB.2-OTHER INVESTMENTS and SCHEDULE
ID-CONTINGENT OBLIGATIONS, respectively.
3. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective
and be deemed effective as of the date hereof (the "Effective Date") if, and
only if, the Agent shall have received each of the following:
(a) duly executed originals of this Amendment from the
Borrower and the Required Lenders;
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(b) the Reaffirmation attached hereto duly executed on behalf
of each of the Initial Guarantors and Supplemental Guarantors; and
(c) evidence reasonably satisfactory to the Agent that the
364-Day Facility has been successfully syndicated and that all
conditions precedent to the effectiveness of the 364- Day Facility
(other than the effectiveness of this Amendment) have been satisfied or
waived;
4. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.
4.1 Upon the effectiveness of this Amendment pursuant to Section 3
hereof, on and after the Effective Date each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof," "herein" or words of like import and
each reference to the Credit Agreement in each Loan Document shall mean and be a
reference to the Credit Agreement as modified hereby.
4.2 Except as specifically waived or amended herein, all of the terms,
conditions and covenants of the Credit Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and confirmed.
4.3 The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of (a) any right,
power or remedy of any Lender or the Agent under the Credit Agreement or any of
the Loan Documents, or (b) any Default or Unmatured Default under the Credit
Agreement.
5. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ. BUT OTHERWISE WITHOUT
REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.
6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts, each of which when so executed shall be deemed an original and all
of which taken together shall constitute one and the same agreement.
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 purpose.
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IN WITNESS WHEREOF, the Borrower, the Agent and the Lenders have
executed this Amendment No. 2 as of the date first above written.
OMNICARE, INC.
By: /s/ Xxxxx X. Xxxxxxx, Xx.
----------------------------------------
Name: Xxxxx X. Xxxxxxx, Xx.
Title: Chief Financial Officer
THE FIRST NATIONAL BANK OF CHICAGO,
as a Lender and as Agent
By: /s/ Xxxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxxx X. Xxxxxx
Title: Vice President
BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO
BRANCH, as a Lender
By: /s/ Xxxxxx Xxxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Deputy General Manager
COMERICA BANK, as a Lender
By: /s/ Xxx X. Xxxxxxxx
----------------------------------------
Name: Xxx X. Xxxxxxxx
Title: First Vice President
KEYBANK NATIONAL ASSOCIATION,
as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
PNC BANK, OHIO, NATIONAL ASSOCIATION
as a Lender
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
THE BANK OF NEW YORK, as a Lender
By: /s/ Xxxxxx X. Xxxxxxxxx III
----------------------------------------
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Name: Xxxxxx X. Xxxxxxxxx III
Title: Vice President, U.S. Commercial
Lending
BANQUE NATIONALE DE PARIS,
as a Lender
By: /s/ Arnaud Xxxxxx xx Xxxxxx
----------------------------------------
Name: Arnaud Xxxxxx xx Xxxxxx
Title: Executive Vice President and
General Manager
CIBC, INC., as a Lender
By: /s/ Xxxxxx Xxxxxxx
----------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Executive Director, CIBC
Xxxxxxxxxxx Corp., as Agent
THE FIFTH THIRD BANK, as a Lender
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
THE FUJI BANK, LIMITED, as a Lender
By: /s/ Tetsuo Kamatsu
----------------------------------------
Name: Tetsuo Kamatsu (K-219)
Title: Joint General Manager
SAKURA BANK, LIMITED, as a Lender
By: /s/ Xxxxxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxxxxx Xxxxxxxxx
Title: Joint General Manager
THE SANWA BANK, LIMITED, CHICAGO
BRANCH, as a Lender
By: NOT REQUIRED
----------------------------------------
Name:
Title:
STAR BANK, N.A., as a Lender
By: /s/ Xxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxxxxx
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Title: Vice President
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH, as a Lender
By: /s/ Nobuyasu Fukatsu
----------------------------------------
Name: Nobuyasu Fukatsu
Title: Vice President
LONG TERM CREDIT BANK OF JAPAN, LTD.,
as a Lender
By: /s/ Xxxxx X. Sakek
----------------------------------------
Name: Xxxxx X. Sakek
Title: Senior Vice President
BANCA CRT S.P.A., as a Lender
By: /s/ J. Xxxxx Xxxxxx, Xx.
----------------------------------------
Name: J. Xxxxx Xxxxxx, Xx.
Title: Vice President
By: /s/ Xxxxxx X. XxXxxxxx .
----------------------------------------
Name: Xxxxxx X. XxXxxxxx.
Title: First Vice President
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REAFFIRMATION
Each of the undersigned hereby acknowledges receipt of a copy
of the foregoing Amendment No. 2 to the Credit Agreement dated as of October 22,
1996 by and among Omnicare, Inc., a Delaware corporation (the "Borrower"), the
lenders from time to time parties thereto (collectively, the "Lenders") and The
First National Bank of Chicago, as one of the Lenders and in its capacity as
contractual representative (the "Agent") on behalf of itself and the other
Lenders, as amended by an Amendment No. 1 dated as of November 3, 1997 (as
amended and as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement") which Amendment No. 2 is
dated as of December 21, 1998 (the "Amendment"). Capitalized terms used in this
Reaffirmation and not defined herein shall have the meanings given to them in
the Credit Agreement. Without in any way establishing a course of dealing by the
Agent or any Lender, each of the undersigned reaffirms the terms and conditions
of the Guaranty executed by it and acknowledges and agrees that such agreement
and each and every other Loan Document executed by the undersigned in connection
with the Credit Agreement remain in full force and effect and are hereby
reaffirmed, ratified and confirmed. All references to the Credit Agreement
contained in the above-referenced documents shall be a reference to the Credit
Agreement as so modified by the Amendment and as the same may from time to time
hereafter be amended, modified or restated.
AAHS ACQUISITION CORP.
ACP ACQUISITION CORP.
AMC-NEW YORK, INC.
AMC REGIONAL HOLDINGS, INC.
AMC TENNESSEE, INC.
AMERICAN MEDSERVE CORPORATION
XXXXXXXX MEDICAL SERVICES, INC.
APEX LONG TERM CARE PHARMACY, INC.
XXXXXX PHARMACIES, INC.
BPNY ACQUISITION CORP.
BPTX ACQUISITION CORP.
CARE PHARMACEUTICAL SERVICES, INC.
CHP ACQUISITION CORP.
CONSULTING AND PHARMACEUTICAL
SERVICES, INC.
COROMED, INC.
CTLP ACQUISITION CORP.
D&R PHARMACEUTICAL SERVICES, INC.
DATASCRIPT CORP.
XXXXX PHARMACY, INC.
DOWNEAST PHARMACY, INC.
DYNATRAN COMPUTER SYSTEMS, INC.
EHIS ACQUISITION CORP.
ELECTRA ACQUISITION CORP.
XXXXX DRUGS, INC.
EVERGREEN PHARMACEUTICAL, INC.
EVERGREEN PHARMACEUTICAL EAST,
INC.
EVERGREEN PHARMACEUTICAL SUPPLY,
INC.
EVERGREEN SPOKANE, INC.
FREED'S PHARMACY, INC.
XXXXX LTC SERVICES, INC.
HCC MEDICAL SUPPLY, INC.
HMIS, INC.
Guaranty Reaffirmation
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HOME CARE PHARMACY, INC.
HOME PHARMACY SERVICES, INC.
HOSPICE CARE OF OKLAHOMA, L.L.C.
HOSPICE OF THE HEARTLAND, L.L.C.
XXXXXX'X PHARMACY, INC.
INTERLOCK PHARMACY SYSTEMS, INC.
I.V. SERVICES OF OKLAHOMA, INC.
KONSULT, INC.
XXXXXXX HEALTH SERVICES, INC.
XXXXXXX MEDICAL PRODUCTS, INC.
XXXXXXXX MEDICAL SUPPLY, INC.
LO-MED PRESCRIPTION SERVICES, INC.
MANAGED HEALTH CARE, INC.
MED WORLD ACQUISITION CORP.
MEDICAL ARTS HEALTH CARE, INC.
MEDICAL COMMUNICATIONS SOFTWARE,
INC.
MOSI ACQUISITION CORP.
NIHAN & XXXXXX, INC.
NORTH SHORE PHARMACY SERVICES, INC.
OCR-RA ACQUISITION CORP.
OCR SERVICES CORPORATION
OKLAHOMA CONSULTING SERVICES, INC.
OMNICARE MANAGEMENT COMPANY
PBM-PLUS, INC.
PHARMACY ASSOCIATES OF GLENS FALLS,
INC.
PHARMED HOLDINGS, INC.
PIP ACQUISITION CORP.
POMPTON NURSING HOME SUPPLIERS,
INC.
PRN PHARMACEUTICAL SERVICES, INC.
PROFESSIONAL PHARMACY GROUP, INC.
PW ACQUISITION CORP.
RDSI ACQUISITION CORP.
SC ACQUISITION CORP.
SHORE PHARMACEUTICAL PROVIDERS,
INC.
SPECIALIZED PATIENT CARE SERVICES,
INC.
SPECIALIZED PHARMACY SERVICES, INC.
STERLING HEALTHCARE SERVICES, INC.
SUPERIOR CARE PHARMACY, INC.
TCPI ACQUISITION CORP.
THG ACQUISITION CORP.
THREE FORKS APOTHECARY, INC.
UC ACQUISITION CORP.
UNITED HEALTH CARE, INC.
UNITED HEALTH REFERRAL, INC.
UNITED SKIN THERAPEUTICS, INC.
VALUE PHARMACY, INC.
XXXXX MEDICAL SYSTEMS, INC.
WESTHAVEN SERVICES CO.
WEST-VAL CARE, INC.
XXXXXXXXXX DRUG COMPANY,
INCORPORATED
XXXXXXX'X PHARMACY(1)
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1 Company to confirm list of guarantors.
Guaranty Reaffirmation
-12-
13
On behalf of each of the above-listed parties:
By:
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Name:
Title:
Guaranty Reaffirmation
-13-
