EXECUTION COPY
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AMENDMENT NO. 7 TO THE LOAN DOCUMENTS
AMENDMENT dated as of June 29, 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 and Amendment No. 6 to the
Loan Documents dated as of April 14, 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, among other things, (a) to permit the Borrower to
dispose of MPN and the California Property and Assets and to resolve all of its
Obligations related to the California Subsidiaries in an orderly manner and
otherwise in accordance with the terms of the Amended and Restated Operations
and Settlement Agreement dated as of June 16, 1999 (the "California Settlement
Agreement") among the Commissioner of the Department of Corporations of the
State of California, the Department of Corporations of the State of California,
J. Xxxx Xxxxxxxxx, as Special Monitor-Examiner, the Borrower and MPN, (b) to
increase the maximum amount permitted to be recovered by Caremark Inc. from the
sale and assignment of its accounts receivable under the Caremark Receivables
Securitization to $150,000,000 in the aggregate, and to permit such amendments,
supplements and other modifications to the Caremark Receivables Securitization
Documents as are necessary to permit the accounts receivable of the Therapeutic
Services Division of Caremark Inc. to be sold and assigned into the Caremark
Receivables Securitization on substantially the same terms as are set forth in
the Caremark Receivables Securitization Documents on the date of this Amendment,
and (c) to modify the requirements of Sections 5.04(b) and 5.04(c) of the Credit
Agreement to permit a lower Fixed Charge Coverage Ratio and Interest Coverage
Ratio for the Measurement Periods ending in June 1999, September 1999 and
December 1999.
(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.
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The Credit Agreement is, upon the occurrence of the Amendment Effective Date (as
hereinafter defined), hereby amended to read as follows:
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(a) Section 1.01 of the Credit Agreement is hereby amended to add the
following new definitions in their appropriate alphabetical order:
"Amendment No. 7 Effective Date" means the first date on which
all of the conditions precedent to the effectiveness of Amendment No.
7 to the Loan Documents were satisfied.
"California Settlement Agreement" means the Amended and Restated
Operations and Settlement Agreement dated as of June 16, 1999 among
the Commissioner of the Department of Corporations of the State of
California, the Department of Corporations of the State of California,
J. Xxxx Xxxxxxxxx, as Special Monitor-Examiner, the Borrower and MPN,
as amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, but solely to the extent permitted
under the terms of the Loan Documents.
"California Transition Plan Documents" means the California
Settlement Agreement and all of the other agreements, instruments and
documents entered into in connection with or related to the California
Transition Plan other than any non-consensual orders or other orders
and stipulations entered into in the ordinary course of the bankruptcy
proceeding of MPN and not adversely affecting the rights or interests
of the Guaranteed Parties (including, without limitation, all of the
supplemental plan agreements and other related agreements referred to
in Section 15.17 of the California Settlement Agreement and all such
agreed orders and court stipulations entered into or rendered in
connection with the California Transition Plan or the bankruptcy of
MPN), in each case as such agreement, instrument or other document may
be amended, supplemented or otherwise modified from time to time in
accordance with the terms thereof, but solely to the extent permitted
under the terms of the Loan Documents.
"Consenting Plans" means any health care plan that accepts the
benefits of the California Settlement Agreement by executing a
Supplemental Plan Agreement.
"Incremental Cts Receivables Securitization" means limited
recourse sales and assignments from time to time by the Therapeutic
Services Division of Caremark Inc. of its accounts receivable to MP
Receivables and by MP Receivables of such accounts receivable or
interests therein to Park Avenue Receivables Corporation and one or
more financial institutions pursuant to an amendment and supplement to
the Caremark Receivables Securitization Documents that permits such
sales and assignments on substantially the same terms and conditions
as are set forth therein on the Amendment No. 7 Effective Date (except
for any modifications to the eligibility criteria for (and the other
provisions included in the Caremark Receivables Securitization
Documents relating to) accounts receivable sold and assigned into the
Caremark Receivables Securitization that are reasonably necessary due
to the ordinary course nature of the accounts receivable of the
Therapeutic Services Division of Caremark Inc.), but solely to the
extent permitted under the terms of the Loan Documents.
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"Medpartners Funding Commitment" has the meaning specified in
Section 3.5(a) of the California Settlement Agreement, as in effect on
the Amendment No. 7 Effective Date.
"Supplemental Plan Agreement" has the meaning specified in
Section 15.17 of the California Settlement Agreement, as in effect on
the Amendment No. 7 Effective Date."
(b) Section 1.01 of the Credit Agreement is hereby amended to restate
the following definitions set forth therein in their entirety to read as
follows:
"California Transition Plan" means the transition plan for the
orderly sale or other disposition of all of the California Property
and Assets and the resolution of all of the liabilities and
obligations of the Borrower and the California Subsidiaries related
thereto, all as contemplated by the California Settlement Agreement
and the other California Transition Plan Documents; provided, however,
that the California Transition Plan Documents shall include as
conditions to any of the Obligations of the Borrower or any of its
Subsidiaries thereunder:
(a) the agreement of Consenting Plans constituting 95% of
capitation amounts payable to MPN for May 1999 to take back all
of their institutional risk associated with the health care
service providers in the State of California effective as of no
later than July 15, 1999;
(b) the execution by one or more of Aetna U.S. Healthcare,
Foundation Health Systems, Inc. (including Health Net and
Foundation Health), Prudential Health Care Plans, Inc., United
HealthCare of California, Inc. and Wellpoint Health Networks
(including Blue Cross of California and California Care) of
renegotiated contracts as contemplated by the California
Transition Plan effective no later than January 1, 1999 and
incorporating the agreements of such health care plans to pay
retroactive premium adjustments due under such renegotiated
contracts to MPN in an aggregate amount of not less than
$10,000,000;
(c) the execution and delivery of an amendment to the MPN
Management Agreement by the Borrower and MPN that provides, at a
minimum, for the Borrower to receive reimbursement on a monthly
basis of a good faith estimate of the costs and expenses incurred
by it in the performance of its Obligations under the MPN
Management Agreement (such estimate to be made on the basis set
forth in Schedule 3.2 of the California Settlement Agreement) and
for the termination of the MPN Management Agreement upon the
termination or expiration of the California Settlement Agreement
or the California Transition Plan; and
(d) the restoration of all of the property, assets,
operations and management responsibilities of MPN to MPN itself
as the debtor in possession under Chapter 11 of the United States
Bankruptcy Code and to the Borrower (with the Special Monitor-
Examiner (as defined in the California Settlement Agreement)
thereafter having not more than oversight and supervisory
responsibilities therefor).
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In addition, all of the California Transition Plan Documents not in
effect on the Amendment No. 7 Effective Date that, either individually
or in the aggregate, could reasonably be expected to have a Material
Adverse Effect or to adversely affect the rights or interests of the
Guaranteed Parties shall be in form and substance satisfactory to the
Required Lenders. For purposes of the Loan Documents, the California
Transition Plan shall not be deemed to have been adopted until all of
the following conditions precedent have been satisfied:
(A) the Supplemental Plan Agreement shall have been duly
executed and delivered by all of the Persons intended to be party
thereto and all of the conditions to the effectiveness thereof
shall have been satisfied (other than any requisite approvals of
the Supplemental Plan Agreement by the applicable federal
bankruptcy court);
(B) all of the Governmental Authorizations, and all of the
consents, approvals and authorizations of, notices and filings to
or with, and other actions by, any other Person, necessary for the
effectiveness of the California Settlement Agreement (including,
without limitation, any requisite approvals of the applicable
federal bankruptcy court or state court of the California
Settlement Agreement) shall have been obtained (without the
imposition of any conditions that could reasonably be expected to
adversely affect the rights or interests of the Administrative
Agent or the Guaranteed Parties) and shall remain in full force
and effect;
(C) the Administrative Agent and the Lender Parties shall
have received (1) copies of all of the California Transition Plan
Documents (other than the sale agreements and related
documentation for the disposition of the California Property and
Assets in accordance with the California Settlement Agreement)
entered into or intended to be entered into prior to the
"effective date" of the California Settlement Agreement, in each
case duly executed by the parties thereto, (2) copies of all of
the reports, analyses and opinions being delivered pursuant to the
terms of the California Transition Plan Documents to the Borrower,
the State of California or any of the other Persons consenting to,
bound by or benefitting from the California Transition Plan that
evaluate or analyze all or any portion of the property, assets,
liabilities, businesses or operations of the Borrower or any of
its Subsidiaries or any aspect of the California Transition Plan
(including, without limitation, those reports and opinions
attached as Schedule 4.3 of the California Settlement Agreement),
(3) a certificate of the Borrower, signed on behalf of the
Borrower by a Responsible Officer thereof and dated as of the date
of adoption of the California Transition Plan (the statements made
in which certificate shall be true on and as of such date),
certifying as to:
(w) the absence of any proceedings (either pending or
overtly threatened) for the enjoinment, suspension,
revocation, termination or modification of any aspect of the
California Transition Plan;
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(x) the accuracy in all material respects of the
representations and warranties made by the Borrower or any
of its Subsidiaries in the Loan Documents to which it is or
is to be a party as though made on and as of such date,
before and after giving effect to the California Transition
Plan and to the transactions contemplated thereby;
(y) the absence of any event occurring and continuing,
or resulting from the adoption of the California Transition
Plan or the consummation of the transactions contemplated
thereby, that would constitute a Default; and
(z) the satisfaction of the conditions precedent to the
adoption of the California Transition Plan set forth in the
California Settlement Agreement and the Supplemental Plan
Agreement (other than any requisite approvals of the
Supplemental Plan Agreement by the applicable federal
bankruptcy court) and in the Loan Documents; and
(4) a favorable opinion of King & Spalding, special counsel for
the Loan Parties, or other special counsel for the Loan Parties
reasonably acceptable to the Administrative Agent, in
substantially the form of Exhibit F-7 hereto, and addressing such
other matters as any of the Lender Parties through the
Administrative Agent may reasonably request; and
(D) the adoption of the California Transition Plan on or
prior to August 31, 1999.
"Caremark Receivables Securitization" means limited recourse
sales and assignments from time to time by Caremark Inc. of its
accounts receivable (including, upon the consummation of the
Incremental CTS Receivables Securitization, the accounts receivable of
the Therapeutic Services Division of Caremark Inc.) to MP Receivables
and by MP Receivables of such accounts receivable or interests therein
to Park Avenue Receivables Corporation and one or more financial
institutions; provided, however, that (a) the aggregate principal
amount paid by Park Avenue Receivables Corporation and such financial
institutions for all such accounts receivable or interests therein and
to be recovered from all such accounts receivable or interests therein
shall not exceed $150,000,000 at any time outstanding, (b) the price
paid for any such accounts receivable shall be as set forth in the
Caremark Receivables Securitization Documents, as in effect on the
Amendment No. 1 Effective Date, or in the case of any such accounts
receivable included in the Incremental CTS Receivables Securitization,
such price as shall be set forth in the amendment and supplement to
the Caremark Receivables Securitization Documents effected to permit
the Incremental CTS Receivables Securitization (but in any event not
less than 15% of the face amount of such accounts receivable), and (c)
each such sale and assignment of such accounts receivable or interests
therein shall otherwise be effected on the terms and conditions set
forth in the Caremark Receivables Securitization Documents."
(c) The definition of "California Major Plans" set forth in Section
1.01 of the Credit Agreement is hereby deleted in its entirety.
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(d) The definition of "Consolidated Interest Expense" set forth in
Section 1.01 of the Credit Agreement is hereby amended (i) to delete the
parenthetical set forth in clause (f) thereof and to substitute therefor
the following new parenthetical:
"(each as defined in Schedule A to the Caremark Receivables
Securitization Documents or, in the case of the Incremental CTS
Receivables Securitization, if different, as defined in the comparable
provisions of the amendment and supplement to the Caremark Receivables
Securitization Documents effected to permit the Incremental CTS
Receivables Securitization)", and
(ii) to delete the parenthetical set forth in clause (g) thereof and to
substitute therefor the following new parenthetical:
"(as defined in Schedule A to the Caremark Receivables Securitization
Documents or, in the case of the Incremental CTS Receivables
Securitization, if different, as defined in the comparable provisions
of the amendment and supplement to the Caremark Receivables
Securitization Documents effected to permit the Incremental CTS
Receivables Securitization)".
(e) The definition of "Default Termination Notice" set forth in
Section 1.01 of the Credit Agreement is hereby deleted in its entirety.
(f) The definition of "Leverage Ratio" set forth in Section 1.01 of
the Credit Agreement is hereby amended to delete the parenthetical set
forth in subclause (ii)(B) thereof and to substitute therefor the following
new parenthetical:
"(each as defined in Schedule A to the Caremark Receivables
Securitization Documents or, in the case of the Incremental CTS
Receivables Securitization, if different, as defined in the comparable
provisions of the amendment and supplement to the Caremark Receivables
Securitization Documents effected to permit the Incremental CTS
Receivables Securitization)".
(g) The definition of "Permitted Receivables Securitization" set forth
in Section 1.01 of the Credit Agreement is hereby amended to add at the end
of the parenthetical in clause (a) thereof after the phrase "as in effect
on the Amendment No. 1 Effective Date" the following new language:
", or in the case of any such accounts receivable included in the
Incremental CTS Receivables Securitization, such price as shall be set
forth in the amendment and supplement to the Caremark Receivables
Securitization Documents effected to permit the Incremental CTS
Receivables Securitization (but in any event not less than 15% of the
face amount of such accounts receivable)".
(h) The definition of "Related Documents" set forth in Section 1.01 of
the Credit Agreement is hereby amended to add at the end of such definition
the new language "and, except
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for purposes of Section 4.01(d), the California Settlement Agreement, the
Supplemental Plan Agreement and the other material California Transition
Plan Documents".
(i) Section 2.01(e) of the Credit Agreement is hereby amended (i) to
add in the eighth line thereof after the language "Section 5.02(e)(iii)(C)
or 5.02(e)(iii)(D)" the new language "hereof or, upon adoption of the
California Transition Plan, as required under Section 3.6 of the California
Settlement Agreement, as in effect on the Amendment No. 7 Effective Date,"
and (ii) to delete in its entirety the fifth sentence thereof which reads
as follows:
"In addition, each of the Letters of Credit shall contain a provision
authorizing the Issuing Bank to deliver to the beneficiary of such
Letter of Credit, upon the occurrence and during the continuance of a
Default under Section 6.01(a) or 6.01(f) or an Event of Default, a
notice (a "Default Termination Notice") terminating such Letter of
Credit and giving the beneficiary thereof 15 days from the date of
such Default Termination Notice to draw under such Letter of Credit."
(j) Section 2.05(b) of the Credit Agreement is hereby amended to
delete the date "June 30, 1999" in subclause (vii)(B) thereof and to
substitute therefor the new date "August 31, 1999".
(k) Section 4.01 of the Credit Agreement is hereby amended to add the
following new subsection (dd) thereto:
"(dd) The Borrower has initiated discussions with the
appropriate financial institutions to obtain the Incremental CTS
Receivables Securitization and is working diligently to consummate the
Incremental CTS Receivables Securitization and have the proceeds
thereof available to it as promptly as practicable."
(l) Section 5.02(a) of the Credit Agreement is hereby amended (i) to
delete the word "and" at the end of clause (vii) thereof, (ii) to add the
following new clause (viii) thereto:
"(viii) after the adoption of the California Transition Plan,
(A) the agreements of the Borrower and MPN to deposit the "Net Cash
Proceeds" (as defined in the California Settlement Agreement) from the
sale, lease, transfer or other disposition of the California Property
and Assets into certain deposit accounts to be maintained by the
Borrower and MPN in the State of California in accordance with the
terms of the California Settlement Agreement, as in effect on the
Amendment No. 7 Effective Date, the deposit into such accounts of such
"Net Cash Proceeds", and the application of such "Net Cash Proceeds"
to the Obligations of the Borrower and MPN under the California
Settlement Agreement, all as and when required under the terms of the
California Settlement Agreement, and (B) the obligation of MPN to
deposit its funds into a specified deposit account established and
maintained in accordance with the Plan Stipulation and the Provider
Stipulation (each as defined in the California Settlement Agreement)
and to apply the proceeds of such funds to the satisfaction of the
claims of various health care plans and providers that are parties to
the Plan Stipulation or the Provider Stipulation, and to the payment
of fees and expenses properly payable by MPN, all as and when required
under the terms of the Plan Stipulation and the Provider Stipulation;
and", and
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(iii) to renumber the existing clause (viii) of Section 5.02(a) of the
Credit Agreement as clause (ix) thereof.
(m) Section 5.02(b) of the Credit Agreement is hereby amended (i) to
add in the eighth line of clause (viii) thereof after the phrase
"outstanding at such time" the following new parenthetical:
"(other than the Letter of Credit issued in favor of the Special
Monitor-Examiner (as defined in the California Settlement Agreement)
in a face amount not to exceed $25,000,000 and otherwise as required
under the California Settlement Agreement, as in effect on the
Amendment No. 7 Effective Date)",
(ii) to delete clause (xvi) thereof in its entirety, (iii) to restate the
existing clause (xvii) thereof in its entirety to read as follows:
"(xvi) at any time after the date of the adoption of the
California Transition Plan, Indebtedness of the Borrower comprised
solely of the MedPartners Funding Commitment; provided, however, that
all Obligations of the Borrower for or in respect of the clinics and
practice groups comprising part of the California Subsidiaries that
are included in the MedPartners Funding Commitment shall have been
created, incurred or assumed thereby in the ordinary course of
business and prior to the earlier of (A) the date on which any such
clinic or practice group is sold, leased, transferred or otherwise
disposed of by the Borrower or its applicable Subsidiaries and (B)
October 15, 1999; and", and
(iv) to renumber the existing clause (xviii) of Section 5.02(b) of the
Credit Agreement as clause (xvii) thereof.
(n) Section 5.02(e) of the Credit Agreement is hereby amended (i) to
delete the phrase "pursuant to Section 5.02(b)(vii), 5.02(b)(viii) or
5.02(b)(xvii)" in subclause (iii)(D)(2)(x) thereof and to substitute
therefor the new phrase "pursuant to Section 5.02(b)(viii)", (ii) to add at
the end of subclause (iii)(D)(2)(y) thereof the following new
parenthetical:
"(other than the Letter of Credit issued in favor of the Special
Monitor-Examiner (as defined in the California Settlement Agreement)
in a face amount not to exceed $25,000,000 and otherwise as required
under the California Settlement Agreement, as in effect on the
Amendment No. 7 Effective Date)", and
(iii) to restate subclause (iii)(E) thereof in its entirety to read as
follows:
"(E) the Borrower in MPN and the other California Subsidiaries
from time to time after the adoption of the California Transition Plan
with the proceeds of payments made by the Borrower under the
MedPartners Funding Commitment or comprised of the issuance of the
Letter of Credit in favor of the Special Monitor-Examiner (as defined
in the California Settlement Agreement) in a face amount not to exceed
$25,000,000 and otherwise as required under the California Settlement
Agreement, as in effect on the Amendment No. 7 Effective Date, or, in
the case of MPN, pursuant to the terms of the MPN Management
Agreement,".
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(o) Section 5.02(h) of the Credit Agreement is hereby amended (i) to
delete the word "and" at the end of subclause (i)(E) thereof, (ii) to add
at the end of subclause (i)(F) thereof the new word "and", (iii) to add the
following new subclause (i)(G) thereto:
"(G) within five Business Days of January 31, 2000, the deposit
by the Borrower into certain deposit accounts maintained in the State
of California of an amount equal to the estimated remaining amount of
the MedPartners Funding Commitment (as determined by an independent
actuary or financial consultant) to the extent required under Section
3.5(c) of the California Settlement Agreement, as in effect on the
Amendment No. 7 Effective Date;",
(iv) to delete the word "or" at the end of subclause (ii)(B) thereof, (v)
to restate subclause (ii)(C) thereof to read as follows:
"(C) the Caremark Receivables Securitization Documents, except
(1) to the extent necessary to increase the aggregate principal amount
paid by Park Avenue Receivables Corporation and the applicable
financial institutions for all of the accounts receivable of Caremark
Inc. (including, upon the consummation of the Incremental CTS
Receivables Securitization, the accounts receivable of the Therapeutic
Services Division of Caremark Inc.) or the interests therein and to be
recovered from all such accounts receivable or interests therein to
not more than $150,000,000 at any time outstanding, (2) to effect the
Incremental CTS Receivables Securitization on substantially the same
terms and conditions as are set forth in the Caremark Receivables
Securitization Documents on the Amendment No. 7 Effective Date (except
for any modifications to the eligibility criteria for (and the other
provisions included in the Caremark Receivables Securitization
Documents relating to) accounts receivable sold and assigned into the
Caremark Receivables Securitization that are reasonably necessary due
to the ordinary course nature of the accounts receivable of the
Therapeutic Services Division of Caremark Inc.), but solely to the
extent permitted under the terms of the Loan Documents, or (3)
otherwise as, either individually or in the aggregate, is not
reasonably expected to have a Material Adverse Effect or to adversely
affect the rights or interest of the Guaranteed Parties, or", and
(vi) to add the following new subclause (ii)(D) thereto:
"(D) any of the California Transition Plan Documents, except as,
either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect or to adversely affect the
rights or interest of the Guaranteed Parties;".
(p) Section 5.02(i) of the Credit Agreement is hereby amended (i) to
delete the language "to the extent such agreement is on terms no less
favorable to the Borrower or any of its Subsidiaries or to the rights or
interests of the Guaranteed Parties than the terms of the Senior Notes" in
clause (vii) thereof and to substitute therefor the new language "and
applicable solely to the California Property and Assets".
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(q) Section 5.02(r) of the Credit Agreement is hereby amended (i) to
delete the words "Not to" in the first line thereof and (ii) to delete the
date "July 31, 1999" in clause (ii) thereof and to substitute therefor the
new date "October 15, 1999".
(r) Section 5.03 of the Credit Agreement is hereby amended (i) to add
in the fourth line thereof after the phrase "furnish to the Administrative
Agent and the Lender Parties" the new parenthetical "(or, solely in the
case of clauses (ii), (iii) and (iv) of Section 5.03(u), to the
Administrative Agent)" and (ii) to restate subsection (u) thereof in its
entirety to read as follows:
"(u) California Transition Plan. (i) As soon as possible and in
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any event within five Business Days after a Responsible Officer of the
Borrower or any of its Subsidiaries knows or has reason to know of the
occurrence of each default or termination event (or similar event)
under any of the California Transition Plan Documents (including,
without limitation, Section 10.1 or 11.1 of the California Settlement
Agreement) continuing on the date of such statement, a statement of
such Responsible Officer or a Responsible Officer of the Borrower
setting forth the details of such default or termination event (or
similar event) (including, without limitation, the anticipated effect
thereof), the period of time such default or termination event (or
similar event) has existed and been continuing and the actions that
the Borrower and/or any of its Subsidiaries have taken and/or propose
to take with respect thereto;
(ii) Promptly and in any event within 15 days after the end of
each calendar month, a certificate of a Senior Financial Officer, in
form and substance reasonably satisfactory to the Administrative
Agent, setting forth in reasonable detail (A) the number of MPN
Provider Releases and MPPP Releases (each as defined in the California
Settlement Agreement, as in effect on the Amendment No. 7 Effective
Date) received during the immediately preceding month, and all
limitations, qualifications or restrictions set forth therein that
differ in any material respect from the form of such MPN Release or
MPPP Release distributed by MPN or the Borrower, respectively,
pursuant to the California Settlement Agreement, as in effect on the
Amendment No. 7 Effective Date;
(iii) As soon as possible and in any event within three Business
Days after the furnishing or receipt thereof, (A) copies of the plan
of reorganization of MPN filed with the applicable federal bankruptcy
court and the disclosure statement related thereto, the amendment to
the MPN Management Agreement provided for under the terms of the
California Settlement Agreement and each other agreement, instrument
or document (including any agreed orders and court stipulations)
entered into in connection with or related to the California
Transition Plan that, either individually or in the aggregate, could
reasonably be expected to be material to the financial condition,
operations, liabilities or properties of the Borrower or any of its
Subsidiaries (other than the California Subsidiaries), and each
amendment, supplement or modification to, or waiver or consent to the
departure from the terms of, any of the foregoing or any of the
California Transition Plan Documents delivered to the Lender Parties
prior to the adoption of the California Transition Plan in accordance
with the terms of clause (C) of the definition of "California
Transition Plan" set forth in Section 1.01 and (B) each Governmental
Authorization, and each consent, approval and authorization of, notice
and filing to or with, and evidence of each other action by, any other
Person, necessary in connection with the California Transition Plan,
and not
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delivered to the Lender Parties prior to the Amendment No. 7
Effective Date that, either individually or in the aggregate, could
reasonably be expected to be material to the financial condition,
operations, liabilities or properties of the Borrower or any of its
Subsidiaries (other than the California Subsidiaries) (other than any
such Governmental Authorizations, consents, approvals, authorizations,
notices, filings or actions which are customarily obtained, given or
made (1) in bankruptcy proceedings of similarly situated debtors and
could not reasonably be expected to adversely affect the rights or
interests of the Guaranteed Parties and (2) in connection with the
sale, transfer or other disposition of similar property or assets to
the California Property and Assets being so disposed of pursuant to
the California Transition Plan; and
(iv) As soon as possible and in any event within five Business
Days after the furnishing or receipt thereof, copies of each periodic
and other material statement or material report furnished to or
received from the State of California, the Special Monitor-Examiner
(as defined in the California Settlement Agreement) or any similar
Person, any of the health care plans, hospitals or other health care
providers consenting to, bound by or benefitting from the California
Transition Plan or any applicable federal or state court or other
Governmental Authority, pursuant to the terms of the California
Transition Plan (including, without limitation, each report and notice
delivered to the Special Monitor-Examiner under Sections 2.1(b)(v),
2.2(b)(iv) or 7.1(b) of the California Settlement Agreement, each
notice delivered by the Special Monitor-Examiner under Section 3.8(d)
of the California Settlement Agreement, each notice delivered to the
State of California under Section 3.5(e) of the California Settlement
Agreement and all other notices, pleadings and filings delivered or
received by the Borrower or MPN pursuant to Sections 10 and 11 of the
California Settlement Agreement and not otherwise required to be
furnished to the Administrative Agent and the Lender Parties pursuant
to any other clause of this Section 5.03."
(s) Section 5.04 of the Credit Agreement is hereby amended to restate
subsections (b) and (c) thereof in their entirety to read as follows:
"(b) Fixed Charge Coverage Ratio. Maintain a Fixed Charge
---------------------------
Coverage Ratio as of the last day of each Measurement Period of not
less than the amount set forth below for each Measurement Period set
forth below:
Measurement Period
Ending In Ratio
-------------------- -------
June 1999 1.20:1
September 1999 1.25:1
December 1999 1.25:1
March 2000 1.30:1
June 2000 1.30:1
-12-
Measurement Period
Ending In Ratio
-------------------- ------
September 2000 1.35:1
December 2000 and 1.50:1
thereafter
(c) Interest Coverage Ratio. Maintain an Interest Coverage Ratio
-----------------------
as of the last day of each Measurement Period of not less than the
amount set forth below for each Measurement Period set forth below:
Measurement Period
Ending In Ratio
-------------------- -------
June 1999 1.25:1
September 1999 1.30:1
December 1999 1.40:1
March 2000 1.50:1
June 2000 1.60:1
September 2000 1.75:1
December 2000 and 2.00:1"
thereafter
(t) Section 6.01 of the Credit Agreement is hereby amended (i) to
restate subsection (s) thereof in its entirety to read as follows:
"(s) be continuing under any of the California Transition Plan
Documents and, in all cases other than a default under Section 10.1(a)
of the California Settlement Agreement resulting from the failure of
the Borrower to pay the amount of an arbitration award rendered
against it under Section 12 of the California Settlement Agreement
within five Business Days of such award or a default under Section
10.1(c) of the California Settlement Agreement, such default or
termination event shall continue after the applicable grace period, if
any, specified any default or termination event (or similar event)
shall have occurred and in any such California Transition Plan
Document; or",
(ii) to add the following new subsection (t) thereto:
"(t) all amendments, supplements and other modifications to the
Caremark Receivables Securitization Documents necessary to consummate
the Incremental CTS Receivables Securitization shall not be in full
force and effect, or all conditions precedent to the sale and
assignment of accounts receivable of the Therapeutic Services Division
of
-13-
Caremark Inc. (or the interests therein) into the Caremark
Receivables Securitization, as so amended, supplemented and otherwise
modified, shall not have been satisfied, on or prior to October 31,
1999;",
(iii) to delete the punctuation "," in the fifteenth line from the end of
Section 6.01 after the phrase "waived by the Borrower" and to substitute
therefor the new word "and" and (iv) to delete subclause (C) from the last
paragraph of Section 6.01 in its entirety which reads as follows:
"(C) by notice to the Issuing Bank, direct the Issuing Bank to
deliver a Default Termination Notice to the beneficiary of each
Letter of Credit issued by it (and, upon receipt of such direction,
the Issuing Bank shall deliver all such Default Termination
Notices)".
(u) The Credit Agreement is hereby further amended to add the new
Exhibit F-7 to the Credit Agreement attached hereto as Annex A.
(v) All cross-references in the Credit Agreement to the existing
Sections 5.02(a)(viii), 5.02(b)(xvii) or 5.02(b)(xviii) thereof are, upon
the occurrence of the Amendment Effective Date, hereby deleted in their
entirety and replaced with new references to Sections 5.02(a)(ix),
5.02(b)(xvi) and 5.02(b)(xvii) thereof, respectively.
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 (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 and (ii) the Consent
attached hereto shall have been executed and delivered by each of the Loan
Parties (other than the Borrower).
(b) The Lender Parties shall have received true and complete copies,
certified by a Responsible Officer of the Borrower, of (i) the California
Settlement Agreement, the Plan Stipulation and the Provider Stipulation
(each as defined in the California Settlement Agreement) and (ii) all of
the other California Transition Plan Documents (other than the sale
agreements and related documentation for the disposition of the California
Property and Assets in accordance with the California Settlement Agreement)
that have been executed and delivered on or prior to the Amendment
Effective Date.
(c) 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),
-14-
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).
(d) No event shall have occurred and be continuing, or shall result
from the effectiveness of this Amendment, that constitutes a Default.
(e) 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. 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 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.
SECTION 4. 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 5. 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 6. Governing Law. This Amendment shall be governed by, and
-------------
construed in accordance with, the laws of the State of New York.
-15-
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 /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
Title: Treasurer
THE ADMINISTRATIVE AGENT
NATIONSBANK, N.A.
By /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
THE LENDER PARTIES
NATIONSBANK, N.A., as a Lender,
the Swing Line Bank and the Issuing Bank
By /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
AMSOUTH BANK
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President
-00-
XXX XXXXX XXXXXXXXX BANK
By ______________________________________
Name:
Title:
CITIBANK, N.A.
By /s/ Xxxxxxxx X. Xxxxx, Xx.
-------------------------------------
Name: Xxxxxxxx V. Weeks, Jr.
Title: Attorney-In-Fact
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxx Xxxxxxx
-------------------------------------
Name: Xxxxx Xxxxxxx
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
-17-
FIRST UNION NATIONAL BANK
By /s/ Xxxxxxxx Xxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxx
Title: Senior Vice President
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured Management,
Inc., as attorney in fact
By /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
KZH HIGHLAND-2 LLC
By ______________________________________
Name:
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By /s/ Xxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx
Title: Director
XXXXXXX XXXXX DEBT STRATEGIES PORTFOLIO,
INC.
BY: XXXXXXX XXXXX ASSET
MANAGEMENT L.P., as Investment Advisor
By ______________________________________
Name:
Title:
-00-
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:
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/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
-19-
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By /s/ Xxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: 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 ______________________________________
Name:
Title:
PAMCO CAYMAN, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By ______________________________________
Name:
Title:
PILGRIM PRIME RATE TRUST
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By /s/ Xxxxxxx X. XxXxxxx, CFA
----------------------------------------
Name: Xxxxxxx X. XxXxxxx, CFA
Title: Assistant Vice President
-20-
SCOTIABANC INC.
By /s/ Xxxx Xxxxxxx
----------------------------------------
Name: Xxxx Xxxxxxx
Title: Relationship Manager
SRV-HIGHLAND, INC.
By ______________________________________
Name:
Title:
XXXXX XXX & XXXXXXX INCORPORATED,
as Agent for KEYPORT LIFE INSURANCE
COMPANY
By /s/ Xxxxx X. Good
----------------------------------------
Name: Xxxxx X. Good
Title: Vice President & Portfolio Manager
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
TRANSAMERICA LIFE INSURANCE AND
ANNUITY CO.
By /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Investment Officer
-21-
TRANSAMERICA PREMIER HIGH YIELD FUND
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Investment Officer
XXX XXXXXX PRIME RATE INCOME TRUST
By /s/ Xxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Vice President
XXX XXXXXX SENIOR INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
XXX XXXXXX CLO II, LIMITED
BY: XXX XXXXXX MANAGEMENT, INC.,
as Collateral Manager
By /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President & Director
WACHOVIA BANK, N.A.
By /s/ Xxxx X. Xxxxx
----------------------------------------
Name: Xxxx X. Xxxxx
Title: Assistant Vice President
Consent to Amendment No. 7
to the Loan Documents
As of June 29, 1999
Reference is made to Amendment No. 7 to the Loan Documents dated as of
June 29, 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 and Amendment No. 6 to the Loan Documents dated as of
April 14, 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
-2-
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
-3-
MEDPARTNERS PROFESSIONAL
MANAGEMENT CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
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
-4-
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
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
-5-
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
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
-6-
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
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
-7-
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
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
-8-
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
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
-9-
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
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
-10-
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: Vice President & Treasurer of
MedGP, Inc.
MEDPARTNERS PHYSICIAN MANAGEMENT, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
MedGP, Inc.
-11-
MEDOHIO, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer of
MedPartners Acquisition
Corporation
MEDTEN, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer of
MedPartners Acquisition
Corporation
MEDTEX, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer of
MedPartners Acquisition
Corporation
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.
-12-
CERRITOS INVESTMENT GROUP
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President &
Chief Financial Officer of
MedPartners, Inc.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
MedPartners, Inc.
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.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
MedPartners, Inc.
FAMILY MEDICAL CENTER
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary of
Pacific Medical Group, Inc.
-13-
0000 XXXXXXX XXXXX, X.X.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President &
Chief Financial Officer of
MedPartners, Inc.
By /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
MedPartners, Inc.
KS-PSI OF TEXAS L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
Caremark Physician Services
of Texas, Inc.
