EXHIBIT 99.1
AMENDMENT NO. 3
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), dated as of April 18, 2002, is entered into by and among
PACIFICARE HEALTH SYSTEMS, INC., a Delaware corporation, formerly known as N-T
Holdings, Inc. (the "Borrower"), the Subsidiary Guarantors parties hereto
(together with the Borrower, the "Loan Parties"), the banks, financial
institutions and other institutional lenders listed on the signature pages
hereof as the Lenders (the "Lenders"), the bank listed on the signature pages
hereof as the Initial Issuing Bank (the "Initial Issuing Bank" and, together
with the Lenders, the "Lender Parties") and the Swing Line Bank, Banc of America
Securities LLC ("Banc of America Securities") and X.X. Xxxxxx Securities Inc. as
co-lead arrangers (the "Co-Lead Arrangers"), Banc of America Securities, X.X.
Xxxxxx Securities Inc. and Xxxxxxx Xxxxx Xxxxxx Inc. as joint book-running
managers (the "Joint Book-Running Managers"), Bank of America, N.A. ("Bank of
America"), as collateral agent (together with any successor collateral agent,
the "Collateral Agent"), and Bank of America, as administrative agent (together
with any successor administrative agent, the "Administrative Agent" and,
together with the Collateral Agent, the "Agents") for the Lender Parties. Except
as otherwise defined in this Amendment, terms defined in the Credit Agreement
referred to below (as amended by this Amendment) are used herein as defined
therein.
RECITALS
A. The parties hereto have entered into that certain Amended and
Restated Credit Agreement dated as of August 20, 2001, as amended by that
certain Letter Amendment dated August 30, 2001 and as further amended by that
certain Letter Amendment dated January 23, 2002 (such Amended and Restated
Credit Agreement, as heretofore amended, the "Credit Agreement").
B. The Borrower has requested certain modifications to the Credit
Agreement.
C. Such modifications require the consent of the Lenders.
D. The Lenders have consented to the requested modifications on the
terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
I. AMENDMENTS TO CREDIT AGREEMENT
Subject to the satisfaction of the conditions precedent set forth in
Section 5 of Article II hereof, from and after the Third Amendment Effective
Date (as defined below), the Credit Agreement is hereby amended in the following
respects:
1. The definition of Applicable Margin in Section 1.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:
"APPLICABLE MARGIN" means in respect of the Revolving Credit
Facility and the Term A Facility, 4.00% per annum in the case of Base
Rate Advances and 5.00% per annum in the case of Eurodollar Rate
Advances; provided, however, the Applicable Margin shall be increased to
4.50% per annum in the case of Base Rate Advances and 5.50% per annum in
the case of Eurodollar Rate Advances if, on or before July 2, 2003, the
Borrower has not permanently reduced the aggregate Commitments under the
Term A Facility and the Revolving Credit Facility, collectively, to $400
million or less, such increase in the Applicable Margin to be effective
as of July 2, 2003.
2. The definition of "Excess Cash Flow" in Section 1.01 of the Credit
Agreement is hereby deleted in its entirety.
3. The definition of Net Income in Section 1.01 of the Credit Agreement
is hereby amended in its entirety to read as follows:
"NET INCOME" means, with respect to any Person for any period,
the aggregate of the net income of such Person for such period,
determined in accordance with GAAP; provided, however, that (i) any
non-cash net after-tax extraordinary gains or losses (less all fees and
expenses relating thereto) shall be excluded, (ii) any non-cash net
after-tax gains or losses (less all fees and expenses relating thereto)
attributable to asset dispositions other than in the ordinary course of
business shall be excluded, (iii) any non-cash net after-tax gains or
losses (less all fees and expenses relating thereto) attributable to the
impairment of long-lived assets shall be excluded and (iv) for purposes
of the covenants in Section 5.04(a) and (b) and the definitions related
thereto, after-tax Restructuring Charges shall be excluded.
4. Section 1.01 of the Credit Agreement is hereby amended by adding the
following definitions of "Debt Proceeds Account", "Remaining Balance",
"Scheduled Amortization Payment", "Specified Termination Date", "Third
Amendment" and "Third Amendment Effective Date" in the appropriate alphabetical
order to read as follows:
"DEBT PROCEEDS ACCOUNT" means that interest-bearing account
maintained by the Collateral Agent for the benefit of the Lenders
pursuant to documentation satisfactory to the Collateral Agent, the
proceeds of which may be used by the Borrower to prepay, repurchase or
redeem the 7% Senior Notes, subject to the terms of the documentation
related thereto.
"REMAINING BALANCE" means the remaining balance of all Advances
less the amount of any Scheduled Amortization Payments required to be
paid prior to the Specified Termination Date (other than any past due
Scheduled Amortization Payments).
"SCHEDULED AMORTIZATION PAYMENT" has the meaning set forth in
Section 2.06(b)(i).
"SPECIFIED TERMINATION DATE" means January 2, 2003 unless the
conditions precedent set forth in Section 2.17 have been satisfied, in
which case the Specified Termination Date shall become January 3, 2005.
"THIRD AMENDMENT" means that certain Amendment No. 3 to Amended
and Restated Credit Agreement dated as of April 18, 2002, among the
Borrower, the Subsidiary Guarantors, the Lenders and the Administrative
Agent.
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"THIRD AMENDMENT EFFECTIVE DATE" means April 18, 2002 once each
of the conditions precedent to the effectiveness of the Third Amendment
is satisfied by the Loan Parties or waived by the Administrative Agent
and/or the Lenders, as applicable.
5. The definition of "Termination Date" in Section 1.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:
"TERMINATION DATE" means the earlier of (a) the date of
termination in whole of the Revolving Credit Commitments, the Letter of
Credit Commitments and the Term A Commitments pursuant to Section 2.05
or 6.01 and (b) the Specified Termination Date.
6. Section 2.04(a) and (b) of the Credit Agreement are hereby amended in
their entirety to read as follows:
(a) Term A Advances. The Term A Facility is subject to
scheduled amortization as set forth in Section 2.06(b)(i). In addition,
the Borrower shall repay to the Administrative Agent for the ratable
account of the Term A Lenders the aggregate principal amount of the Term
A Advances outstanding on the Termination Date.
(b) Revolving Credit Advances. The Revolving Credit
Facility is subject to scheduled amortization as set forth in Section
2.06(b)(i). In addition, the Borrower shall repay to the Administrative
Agent for the ratable account of the Revolving Credit Lenders on the
Termination Date in respect of the Revolving Credit Facility the
aggregate principal amount of the Revolving Credit Advances then
outstanding.
7. Section 2.06(a) of the Credit Agreement is hereby amended by adding
the following sentence immediately to the end thereof:
The Borrower may credit any amount prepaid pursuant to this
Section 2.06(a), toward any Scheduled Amortization Payment due pursuant
to the table set forth in Section 2.06(b)(i), as the Borrower may elect
(with such prepayment to be applied pro rata to the Term A Facility and
the Revolving Facility).
8. Section 2.06(b) of the Credit Agreement is hereby amended in its
entirety to read as follows:
(b) Mandatory. (i) The Borrower shall make a prepayment, such
prepayment to be applied pro rata to the Term A Facility and the
Revolving Credit Facility (with prepayments applied to the Revolving
Credit Facility being allocated in accordance with clause (v) below), on
each of the dates and in the respective amounts set forth below (each
such payment, a "Scheduled Amortization Payment"):
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Scheduled Amortization Date Scheduled Amortization Amount
--------------------------- -----------------------------
July 2, 2002 $25,000,000
October 2, 2002 $25,000,000
January 2, 2003 $25,000,000*
April 2, 2003** $25,000,000
July 2, 2003** $25,000,000
October 2, 2003** $25,000,000***
January 2, 2004** $25,000,000
April 2, 2004** $25,000,000
July 2, 2004** $25,000,000
October 2, 2004** $25,000,000
Termination Date Remaining Balance
* Provided that the Remaining Balance shall instead be due if
the Specified Termination Date has not been extended pursuant
to Section 2.17.
** Contingent on the Specified Termination Date being extended
pursuant to Section 2.17.
*** Notwithstanding that this Scheduled Amortization Payment is
due on October 2, 2003, the Borrower shall deposit $25,000,000
in escrow with the Administrative Agent, pursuant to
documentation satisfactory to the Administrative Agent, on or
before September 15, 2003, which escrowed funds shall be used
solely to pay the $25,000,000 Scheduled Amortization Payment
due on October 2, 2003.
; provided, however, that the Borrower may credit toward a Scheduled
Amortization Payment set forth above any amount prepaid pursuant to
Section 2.06(b)(ii) in accordance with the last sentence of such
section; provided further that, on the 60th day following the Third
Amendment Effective Date, the Borrower shall make an additional
Scheduled Amortization Payment of $10 million, such prepayment to be
applied pro rata to the Term A Facility and the Revolving Credit
Facility (with prepayments applied to the Revolving Credit Facility
being allocated in accordance with clause (v) below), unless, on or
before such date, the real estate assets described on Schedule
2.06(b)(ii) shall have been sold and the resulting Net Cash Proceeds,
which shall be not less than $10 million, shall have been applied in
accordance with clause (ii) below; and provided, further, that the
prepayment of the Revolving Credit Facility required as part of each
Scheduled Amortization Payment shall be deemed satisfied if the Borrower
permanently reduces the Revolving Credit Facility by such required
amount and prepays the Revolving Credit Advances to the extent required
under Section 2.06(b)(iii).
(ii) The Borrower shall, on the date of receipt of the Net
Cash Proceeds by any Loan Party or any of its Subsidiaries from (A) the
sale, lease, transfer or other disposition of any assets of any Loan
Party or any of its Subsidiaries (other than (1) any such Net Cash
Proceeds less than or equal to $1 million and not exceeding $1 million
in the aggregate in any Fiscal Year and (2) any sale, lease, transfer or
other disposition of assets pursuant to clause (i) or (ii) of Section
5.02(e)), (B) the incurrence or issuance by any Loan Party or any of its
Subsidiaries of any Debt (other than Debt incurred or issued pursuant to
clause (ii) or (iv) of Section 5.02(b)), (C) the sale or issuance by any
Loan Party or any of its Subsidiaries of any Equity Interests
(including, without limitation, the receipt of any capital contribution)
and (D) any Extraordinary Receipt received by or paid to or for the
account of any Loan Party or any of its Subsidiaries and not otherwise
included in clause (A), (B) or (C) above, prepay an aggregate principal
amount of the Advances comprising part of the same Borrowings in an
amount equal to (x) in the case of
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any event described in clauses (A) or (D) above, 100%, (y) in the case
of any event described in clause (B) above, 100% (provided that (i)
until such time as the Borrower has deposited an amount equal to the
aggregate outstanding principal amount of the 7% Senior Notes (including
any interest accrued thereon and applicable premium, penalty or other
fees) into the Debt Proceeds Account, the Borrower may deposit into the
Debt Proceeds Account (I) up to 25% of the Net Cash Proceeds received in
connection with any event described in clause (B) above (other than in
connection with the incurrence or issuance of any Debt permitted under
Section 5.02(b)(x)) and (II) up to 50% of the Net Cash Proceeds received
in connection with the incurrence or issuance of any Debt permitted
under Section 5.02(b)(x), and (ii) thereafter, in the case of the
incurrence or issuance of any Debt permitted under Section 5.02(b)(x),
the Borrower may retain 50% of the Net Cash Proceeds received in
connection with such incurrence or issuance) and (z) in the case of any
event described in clause (C) above, 50%, in each case of the amount of
such Net Cash Proceeds. Each such prepayment pertaining to clauses (A),
(B), (C) or (D) above shall be applied pro rata to the Term A Facility
and the Revolving Credit Facility (with prepayments applied to the
Revolving Credit Facility being allocated in accordance with clause (v)
below); provided, however, that the Net Cash Proceeds received by any
Loan Party or any of its Subsidiaries from the sale of the real property
assets described on Schedule 2.06(b)(ii) shall be applied only to the
Term A Facility. The Borrower may credit any amount prepaid pursuant to
this Section 2.06(b)(ii), to the extent such prepayment has resulted in
a pro rata reduction of the Term A Facility and the Revolving Facility,
toward the Scheduled Amortization Payments due pursuant to the table set
forth in Section 2.06(b)(i) in the inverse order of maturity. For the
avoidance of doubt, for so long as the Specified Termination Date is
January 2, 2003, any prepayment that is credited by the Borrower toward
the Scheduled Amortization Payment due on January 2, 2003 shall be
credited to the Remaining Balance and not to the $25,000,000 scheduled
amortization amount that is otherwise due on such date upon extension of
the Specified Termination Date.
(iii) The Borrower shall, on each Business Day, prepay an
aggregate principal amount of the Revolving Credit Advances comprising
part of the same Borrowings, the Letter of Credit Advances and the Swing
Line Advances and deposit an amount in the L/C Cash Collateral Account
in an amount equal to the amount by which (A) the sum of the aggregate
principal amount of (x) the Revolving Credit Advances, (y) the Letter of
Credit Advances and (z) the Swing Line Advances then outstanding plus
the aggregate Available Amount of all Letters of Credit then outstanding
exceeds (B) the Revolving Credit Facility on such Business Day.
(iv) The Borrower shall, on each Business Day, pay to the
Administrative Agent for deposit in the L/C Cash Collateral Account an
amount sufficient to cause the aggregate amount on deposit in the L/C
Cash Collateral Account to equal the amount by which the aggregate
Available Amount of all Letters of Credit then outstanding exceeds the
Letter of Credit Facility on such Business Day.
(v) Prepayments of the Revolving Credit Facility made
pursuant to clause (i), (ii) or (iii) above shall be first applied to
prepay Letter of Credit Advances then outstanding until such Advances
are paid in full, second applied to prepay Swing Line Advances then
outstanding until such Advances are paid in full, third applied to
prepay Revolving Credit Advances then outstanding comprising part of the
same Borrowings until such Advances are paid in full, and fourth
deposited in the L/C Cash Collateral Account to cash collateralize 100%
of the Available Amount of the Letters of Credit then outstanding; and,
in the case of prepayments of the Revolving Credit Facility required
pursuant to clause (ii) above, the amount remaining (if any) after the
repayment in full of the Revolving Credit Advances then outstanding and
the 100% cash collateralization of the aggregate Available Amount of
Letters of Credit then outstanding
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(the sum of such prepayment amounts in respect of the Revolving Credit
Facility and remaining amount being referred to herein as the "Reduction
Amount") may be retained by the Borrower and the Revolving Credit
Facility shall be permanently reduced as set forth in Section
2.05(b)(iv). Each prepayment of the Revolving Credit Facility hereunder
shall be applied first to the Borrowings thereunder consisting of Base
Rate Advances and second, to Borrowings thereunder consisting of
Eurodollar Rate Advances, in direct order of interest rate maturity.
(vi) All prepayments under this subsection (b) shall be
made together with accrued interest to the date of such prepayment on
the principal amount prepaid.
(vii) All prepayments applied to the Term A Facility under
this subsection (b) shall be allocated first to the Borrowings
thereunder consisting of Base Rate Advances and second to Borrowings
thereunder consisting of Eurodollar Rate Advances, in direct order of
interest rate maturity.
9. Section 2.08(a) of the Credit Agreement is hereby amended by deleting
the phrase "September 30, 2001, December 31, 2001, March 31, 2002, June 30, 2002
and September 30, 2002" and replacing it with the following:
"the last day of each fiscal quarter to occur from the Effective Date
through the Termination Date"
10. Section 2.08(b) of the Credit Agreement is hereby amended by
deleting the phrase "September 30, 2001, December 31, 2001, March 31, 2002, June
30, 2002 and September 30, 2002" and replacing it with the following:
"the last day of each fiscal quarter to occur from the Effective Date
through the Termination Date"
11. Section 2.14 of the Credit Agreement is hereby amended by adding the
following proviso immediately prior to the period at the end thereof:
; provided that the Borrower shall not (and the Borrower agrees that it
shall not) use any proceeds of Revolving Credit Advances, Swing Line
Advances or Letters of Credit to prepay, redeem or repay the 7% Senior
Notes.
12. Article II of the Credit Agreement is hereby amended by adding a new
Section 2.17 immediately to the end thereof to read as follows:
SECTION 2.17. Extension of Specified Termination Date.
The "Specified Termination Date" shall become January 3, 2005 if
the following conditions are satisfied:
(a) Subsequent to the Third Amendment Effective Date and on or
prior to January 2, 2003, the Borrower shall have reduced the aggregate
Commitments under the Term A Facility and the Revolving Credit Facility,
collectively, by an amount equal to $210 million or more (resulting in
the aggregate Commitments under such Facilities being reduced to $525
million or less), with at least $200 million of such commitment
reductions being allocated pro rata to the Term A Facility and the
Revolving Credit Facility (and with the Borrower making any
corresponding prepayments required pursuant to Section 2.06(b) of the
Credit Agreement); and
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(b) Except to the extent waived in writing by the Required
Lenders, the following statements shall be true and the Administrative
Agent shall have received a certificate signed by a duly authorized
officer of the Borrower, dated as of the date clause (a) above is
satisfied, stating that:
(i) the representations and warranties contained in each
Loan Document are correct on and as of the date clause (a) above
is satisfied, before and after giving effect to such extension,
as though made on and as of such date, other than any such
representations or warranties that, by their terms, refer to a
specific date other than the date clause (a) above is satisfied,
in which case as of such specific date; and
(ii) as of the date clause (a) above is satisfied, no
Default or Event of Default has occurred and is continuing, or
would result from such extension.
13. Section 4.01(g) of the Credit Agreement is hereby amended in its
entirety to read as follows:
(g) The Consolidated balance sheets of the Borrower and its
Subsidiaries as at December 31, 2001, and the related Consolidated
statements of income and Consolidated statement of cash flows of the
Borrower and its Subsidiaries for the fiscal year then ended,
accompanied by an unqualified opinion of Ernst & Young LLP, independent
public accountants, copies of which have been furnished to each Lender
Party, fairly present the Consolidated financial condition of the
Borrower and its Subsidiaries as at such date and the Consolidated
results of operations of the Borrower and its Subsidiaries for the
periods ended on such date, all in accordance with generally accepted
accounting principles applied on a consistent basis, and since December
31, 2001, there has been no Material Adverse Change.
14. Section 5.02(e) of the Credit Agreement is hereby amended in its
entirety to read as follows:
(e) Sales, Etc., of Assets. Sell, lease, transfer or otherwise
dispose of, or permit any of its Subsidiaries to sell, lease, transfer
or otherwise dispose of, any assets, or grant any option or other right
to purchase, lease or otherwise acquire any assets, except:
(i) sales of Inventory and licenses of intellectual
property in the ordinary course of its business;
(ii) in a transaction authorized by Section 5.02(d) (other
than subsection (iii) thereof);
(iii) sales of assets for at least 75% cash and for fair
value in an aggregate amount not to exceed $10,000,000 in any
Fiscal Year;
(iv) sales in connection with any information technology
outsourcing authorized by Section 5.02(b)(ix); and
(v) sales of the real estate assets described on Schedule
2.06(b)(ii).
provided that in the case of sales of assets pursuant to clauses (iii),
(iv) and (v) above, the Borrower shall, on the date of receipt by any
Loan Party or any of its Subsidiaries of the Net Cash
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Proceeds from such sale, prepay the Advances pursuant to, and in the
amount and order of priority set forth in, Section 2.06(b)(ii), as
specified therein.
15. Section 5.02(k) of the Credit Agreement is hereby amended in its
entirety to read as follows:
(k) Prepayments, Etc., of Debt. (i) Prepay, redeem, purchase,
defease or otherwise satisfy prior to the scheduled maturity thereof in
any manner, or make any payment in violation of any subordination terms
of, any Debt, except (A) the prepayment of the Advances in accordance
with the terms of this Agreement, (B) regularly scheduled or required
repayments or redemptions of Debt permitted under Section 5.02(b) and
(C) (I) any exchange of the 7% Senior Notes for common Equity Interests
of the Borrower or (II) the prepayment, redemption, purchase or
repayment of the 7% Senior Notes by the Borrower, but only to the extent
that such prepayment, redemption, purchase or repayment is made solely
with the Net Cash Proceeds of (x) the sale or issuance by any Loan Party
or any of its Subsidiaries of any Equity Interests subject to Section
2.06(b)(ii)(C) or (y) the incurrence or issuance of any Debt subject to
Section 2.06(b)(ii)(B), and in each such case such Net Cash Proceeds are
not required to be applied as a mandatory prepayment of the Facilities
pursuant to the terms of Section 2.06(b)(ii), as applicable, or (ii)
amend, modify or change in any manner any term or condition of any
Surviving Debt or the 7% Senior Notes, other than any amendment,
modification or change which could not be reasonably likely to have a
Material Adverse Effect, or permit any of its Subsidiaries to do any of
the foregoing other than to prepay any Debt payable to the Borrower.
16. Sections 5.04(a) and (b) of the Credit Agreement are hereby amended
in their entirety to read as follows:
(a) Debt to EBITDA Ratio. Maintain at all times a Debt/EBITDA
Ratio of not more than the amount set forth below for each period set
forth below:
Quarter Ending Ratio
-------------- -----
September 30, 2001 3.00:1
December 31, 2001 3.00:1
March 31, 2002 2.75:1
June 30, 2002 2.75:1
September 30, 2002 2.50:1
December 31, 2002 2.50:1
March 31, 2003* 2.25:1
June 30, 2003* 2.25:1
September 30, 2003* 2.25:1
December 31, 2003* 2.25:1
March 31, 2004* 2.00:1
June 30, 2004* 2.00:1
September 30, 2004* 2.00:1
December 31, 2004* 2.00:1
* Contingent on the Specified Termination Date being extended
pursuant to Section 2.17.
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(b) Fixed Charge Coverage Ratio. Maintain at all times a Fixed
Charge Coverage Ratio of not less than the amount set forth below for
each period set forth below:
Quarter Ending Ratio
-------------- -----
September 30, 2001 1.70:1
December 31, 2001 1.10:1
March 31, 2002 0.90:1
June 30, 2002 1.75:1
September 30, 2002 1.30:1
December 31, 2002 1.30:1
March 31, 2003* 1.00:1
June 30, 2003* 1.00:1
September 30, 2003* 1.00:1
December 31, 2003* 1.00:1
March 31, 2004* 1.25:1
June 30, 2004* 1.25:1
September 30, 2004* 1.25:1
December 31, 2004* 1.25:1
* Contingent on the Specified Termination Date being extended
pursuant to Section 2.17.
17. Section 5.04(d) of the Credit Agreement is hereby deleted in its
entirety.
18. A new Schedule 2.06(b)(ii), which shall read as set forth on
Schedule 2.06(b)(ii) attached hereto, is added to the Credit Agreement.
II. MISCELLANEOUS
1. Representations and Warranties. Each of the Loan Parties represents
and warrants to the Lenders and the Administrative Agent as follows:
(a) It has taken all necessary action to authorize the execution,
delivery and performance of this Amendment.
(b) This Amendment has been duly executed and delivered by such
Loan Party and constitutes such Loan Party's legal, valid and binding
obligation, enforceable in accordance with its terms, except as such
enforceability may be limited (x) by general principles of equity and
conflicts of laws or (y) by bankruptcy, reorganization, insolvency,
moratorium or other laws of general application relating to or affecting
the enforcement, of creditors' rights.
(c) No consent, approval, authorization or order of, or filing,
registration or qualification with, any court or Governmental Authority
or third party is required in connection with the execution, delivery or
performance by such Loan Party of this Amendment.
(d) The execution and delivery of this Amendment does not
diminish or reduce its obligations under the Loan Documents (including,
without limitation, in the case of each Subsidiary Guarantor, such
Subsidiary Guarantor's guaranty pursuant to Article VIII of the Credit
Agreement) in any manner, except as specifically set forth herein.
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(e) Such Loan Party has no claims, counterclaims, offsets, or
defenses to the Loan Documents and the performance of its obligations
thereunder, or if such Loan Party has any such claims, counterclaims,
offsets, or defenses to the Loan Documents or any transaction related to
the Loan Documents, the same are hereby waived, relinquished and
released in consideration of the Lenders' execution and delivery of this
Amendment.
(f) The representations and warranties of the Loan Parties set
forth in Article IV of the Credit Agreement are true and correct as of
the date hereof (except those that expressly relate to an earlier date)
and all of the provisions of the Loan Documents, as amended hereby, are
in full force and effect.
(g) Subsequent to the execution and delivery of this Amendment
and after giving effect hereto, no unwaived event has occurred and is
continuing which constitutes a Default or an Event of Default.
2. Liens. Each Loan Party affirms the liens and security interests
created and granted by it in the Loan Documents (including, but not limited to,
the Security Agreements and the Collateral Trust Agreement) and agrees that this
Amendment shall in no manner adversely affect or impair such liens and security
interests.
3. Effect of Amendment. Except as expressly modified and amended in this
Amendment, all of the terms, provisions and conditions of the Loan Documents
shall remain unchanged and in full force and effect. The Loan Documents and any
and all other documents heretofore, now or hereafter executed and delivered
pursuant to the terms of the Credit Agreement are hereby amended so that any
reference to the Credit Agreement shall mean a reference to the Credit Agreement
as amended hereby.
4. Expenses. The Borrower agrees to pay on demand all reasonable costs
and expenses of the Agents incurred in connection with the negotiation,
preparation, execution and delivery of this Amendment, including the reasonable
fees and expenses of the Agents' legal counsel (including without limitation
amounts incurred and invoiced on or prior to the Third Amendment Effective Date
and referenced in Part II, Section 5(h) below).
5. Conditions Precedent. This Amendment shall become effective as of the
date hereof (the "Third Amendment Effective Date") once each of the following
conditions precedent has been satisfied:
(a) the Administrative Agent shall have received counterparts of
(i) this Amendment, duly executed and delivered (which may be by
telecopy) by each of the Loan Parties, the Lenders, the Agents and the
other parties hereto, and (ii) a cash collateral account agreement
relating to the Debt Proceeds Account, duly executed and delivered
(which may be by telecopy) by each of the Borrower and the Collateral
Agent;
(b) the Administrative Agent shall have received a certified copy
of the resolutions of the Board of Directors of the Borrower and each
other Loan Party evidencing its approval of this Amendment and the other
Loan Documents and matters contemplated hereby, and a certified copy of
all documents evidencing other necessary corporate action and
Governmental Approvals, if any, with respect to this Amendment and the
other Loan Documents;
(c) the Administrative Agent shall have received favorable legal
opinions of Xxxxxx Godward LLP and Konowiecki & Rank LLP, acting as
counsel to each of the Loan Parties, in form and substance satisfactory
to the Administrative Agent;
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(d) the Administrative Agent shall have received all documents it
may reasonably request relating to the existence and good standing of
the Loan Parties and to the authorization, execution and delivery of
this Amendment and the other Loan Documents and other matters relevant
hereto, all in form and substance satisfactory to the Administrative
Agent and its counsel in their reasonable discretion;
(e) the Administrative Agent shall have received from the chief
financial officer (or other Responsible Officer acceptable to the
Administrative Agent) of the Borrower a certificate to the effect that
as of the date hereof all representations and warranties made by the
Borrower and each other Loan Party in this Amendment and each other Loan
Document are true and correct in all material respects;
(f) no Default or Event of Default shall have occurred and be
continuing;
(g) the Administrative Agent, on behalf of each Lender, shall
have received an amendment fee equal to 0.75% of each such Lender's
aggregate Commitments after giving effect to transactions contemplated
hereby;
(h) the Borrower shall have paid any and all out-of-pocket costs
(to the extent invoiced) incurred by the Agents (including the
reasonable fees and expenses of the Agents' legal counsel), and any and
all fees and other amounts payable to the Agents, any of Lenders or any
of their respective Affiliates that are in addition to the amounts
payable pursuant to clause (g) above, in each case in connection with
the negotiation, preparation, execution and delivery of this Amendment;
(i) the Borrower shall have reduced the aggregate Commitments
under the Term A Facility and the Revolving Credit Facility,
collectively, by an amount equal to $40 million or more, with at least
$40 million of such commitment reductions being allocated pro rata to
the Term A Facility and the Revolving Credit Facility (and with the
Borrower making any corresponding prepayments required pursuant to
Section 2.06(b) of the Credit Agreement), resulting in the aggregate
Commitments under the Term A Facility and Revolving Credit Facility,
collectively, being reduced to $735 million or less; and
(j) the Administrative Agent shall have received certificates in
the form of Exhibit E to the Credit Agreement attesting to the Solvency
of each Loan Party (other than PacifiCare eHoldings, Inc., RxConnect,
Inc. and PacifiCare Ventures, Inc.) before and after giving effect to
the Amendment, from its Treasurer or Chief Financial Officer.
6. Counterparts/Telecopy. This Amendment may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument.
Delivery of executed counterparts by telecopy shall be effective as an original
and shall constitute a representation that an original will be delivered.
7. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.
8. ENTIRETY. THIS AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS EMBODY THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER
HEREOF. THESE LOAN DOCUMENTS REPRESENT THE FINAL
11
AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
9. Severability. If any provision of this Amendment is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.
10. Release. The Loan Parties hereby release the Agents, the Lenders and
each of their respective officers, employees, representatives, agents, trustees,
counsel and directors (collectively, the "Released Persons") from any and all
actions, causes of action, claims, demands, damages and liabilities of whatever
kind or nature, in law or in equity, now known or unknown, suspected or
unsuspected to the extent that any of the foregoing arises from any action or
failure to act by any of the Released Persons on or prior to the date hereof in
connection with the Loan Documents and transactions related thereto.
[the remainder of this page intentionally left blank]
12
IN WITNESS WHEREOF, the parties hereto have caused this Amendment, to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.
BORROWER: PACIFICARE HEALTH SYSTEMS, INC.
By /s/ XXXX X. XXXXX
--------------------------------------
Title: VP, Treasurer
SUBSIDIARY GUARANTORS: PACIFICARE HEALTH PLAN
ADMINISTRATORS, INC.
By /s/ XXXX X. XXXXX
--------------------------------------
Title: Treasurer
PACIFICARE EHOLDINGS, INC.
By /s/ XXXX X. XXXXX
--------------------------------------
Title: Treasurer
SENIORCO, INC.
By /s/ XXXX X. XXXXX
--------------------------------------
Title: Treasurer
RXCONNECT, INC.
By /s/ XXXX X. XXXXX
--------------------------------------
Title: Treasurer
RX SOLUTIONS, INC.
By /s/ XXXX X. XXXXX
--------------------------------------
Title: Treasurer
PACIFICARE BEHAVIORAL
HEALTH, INC.
By /s/ XXX X. XXXXX
--------------------------------------
Title: Asst. Treasurer
SECUREHORIZONS USA, INC.
By /s/ XXX X. XXXXX
--------------------------------------
Title: Treasurer
PACIFICARE VENTURES, INC.
By /s/ XXX X. XXXXX
--------------------------------------
Title: Treasurer
LENDERS: BANK OF AMERICA, N.A.,
as Administrative Agent, as Collateral
Agent, as Swing Line Bank, as Initial
Issuing Bank and as a Lender
By /s/ XXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxx X. Xxxxx
-----------------------------------
Title: Principal
----------------------------------
BANC OF AMERICA SECURITIES LLC,
as Co-Lead Arranger and Joint
Book-Running Manager
By /s/ XXXXX XXXXXXX
--------------------------------------
Name: Xxxxx Xxxxxxx
-----------------------------------
Title: Managing Director
----------------------------------
X. X. XXXXXX SECURITIES INC.,
as Co-Lead Arranger and Joint
Book-Running Manager
By /s/ XXXXXXXX XXXXXXX
--------------------------------------
Name: Xxxxxxxx Xxxxxxx
-----------------------------------
Title: Managing Director
----------------------------------
XXXXXXX XXXXX BARNEY INC.,
as Joint Book-Running Manager
By: /s/ XXXXX X. XXXXXXXX
-------------------------------------
Name: Xxxxx X. Xxxxxxxx
-----------------------------------
Title: Managing Director, IBM
----------------------------------
AIMCO CDO Series 2000-A
----------------------------------------
[NAME OF LENDER]
By: /s/ XXXXX COERGEN
--------------------------------------
Name: Xxxxx Coergen
-----------------------------------
Title:
----------------------------------
By: /s/ XXXXX XXXXX
--------------------------------------
Xxxxx Xxxxx
Authorized Signatories
AIMCO CLO SERIES 2001-A
----------------------------------------
[NAME OF LENDER]
By: /s/ XXXXX COERGEN
--------------------------------------
Name: Xxxxx Coergen
-----------------------------------
Title:
----------------------------------
By: /s/ XXXXX XXXXX
--------------------------------------
Xxxxx Xxxxx
Authorized Signatories
ALLSTATE LIFE INSURANCE COMPANY
----------------------------------------
[NAME OF LENDER]
By: /s/ XXXXX COERGEN
--------------------------------------
Name: Xxxxx Coergen
-----------------------------------
Title:
----------------------------------
By: /s/ XXXXX XXXXX
--------------------------------------
Xxxxx Xxxxx
Authorized Signatories
ARCHIMIDES FUNDING II, LTD
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ XXXX X. X'XXXXXX
--------------------------------------
Name: Xxxx X. X'Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
ARCHIMIDES FUNDING III, LTD
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ XXXX X. X'XXXXXX
--------------------------------------
Name: Xxxx X. X'Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
ARCHIMIDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ XXXX X. X'XXXXXX
--------------------------------------
Name: Xxxx X. X'Xxxxxx
-----------------------------------
Title: Vice President
----------------------------------
BANK HAPOALIM B.M.
By: /s/ XXXXX XXXX XXXXX
------------------------------------
Name: Xxxxx Xxxx Xxxxx
----------------------------------
Title: Senior Vice President &
---------------------------------
Corporate Manager
THE BANK OF NEW YORK
By: /s/ XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
BEAR XXXXXXX INVESTMENT PRODUCTS, INC.
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Executive Vice President
---------------------------------
BNP PARIBAS
By: /s/ XXXXX XXXXXX
------------------------------------
Name: Xxxxx Xxxxxx
----------------------------------
Title: Director
---------------------------------
By: /s/ [ILLEGIBLE]
------------------------------------
Name: [ILLEGIBLE]
----------------------------------
Title: Managing Director
---------------------------------
[LOGO]
CANYON PARTNERS
0000 XXXXXXXX XXXX., #000
XXXXXXX XXXXX, XX 00000
PROPORTIONATE VOTING PROVISION
The undersigned, CANPARTNERS INVESTMENTS IV, LLC. ("Canyon"), is a Lender to
Pacificare Health Systems, Inc., dated as of 08/20/2001 (the "Credit
Agreement"). Canyon's approval of a proposed Amendment No. 3 has been requested
pursuant to the terms of the Credit Agreement. The "Amendment No. 3" must be
approved by the Required Lenders under the Credit Agreement.
Canyon hereby votes its percentage interest as a Lender in favor of and/or
against the approval of the Amendment No. 3 in direct proportion to the votes
of those other Lenders under the Credit Agreement that have voted for or
against the approval of the Amendment No. 3 (without counting failure to vote
or abstentions.)
CANPARTNERS INVESTMENTS IV, LLC,
a California limited liability company
By: /s/ RCB XXXXXXX Date: 4/8/02
------------------------- ----------------------------
X. Xxxxxxxxx X. Xxxxxxx
Authorized Member
CARLYLE HIGH YIELD PARTNERS II, LTD.
By: /s/ XXXXX XXXX
---------------------------------------
Name: Xxxxx Xxxx
-------------------------------------
Title: Principal
------------------------------------
CERES II FINANCE LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent (Financial)
By: /s/ XXXXXX X.X. XXXXX
---------------------------------------
Name: Xxxxxx X.X. Xxxxx
-------------------------------------
Title: Authorized Signatory
------------------------------------
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ XXXXXX X.X. XXXXX
---------------------------------------
Name: Xxxxxx X.X. Xxxxx
-------------------------------------
Title: Authorized Signatory
------------------------------------
CITIBANK DELAWARE
By: /s/ XXXXX X. XXXXXXXX
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
CITIBANK, N.A.
By: /s/ XXXXX X. XXXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxxx
-------------------------------------
Title: Managing Director
------------------------------------
CREDIT LYONNAIS
By: /s/ XXXXXXX HEIDRIECK
------------------------------------
Name: Xxxxxxx Heidrieck
----------------------------------
Title: Senior Vice President
---------------------------------
CREDIT SUISSE FIRST BOSTON
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------
Title: Director
---------------------------------
CREDIT SUISSE FIRST BOSTON
By: /s/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Title: Associate
---------------------------------
FIDELITY ADVISOR SERIES II:
FIDELITY ADVISOR HIGH YIELD FUND
By: /s/ XXXX X. XXXXXXXX
------------------------------------
Name: Xxxx X. Xxxxxxxx
----------------------------------
Title: Assistant Treasurer
---------------------------------
FRANKLIN CLO I, LIMITED
By: /s/ XXXXXXX X'XXXXXXX
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
----------------------------------
Title: Sr. Vice President
---------------------------------
FRANKLIN CLO II, LIMITED
By: /s/ XXXXXXX X'XXXXXXX
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
----------------------------------
Title: Sr. Vice President
---------------------------------
FRANKLIN CLO III, LIMITED
By: /s/ XXXXXXX X'XXXXXXX
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
----------------------------------
Title: Sr. Vice President
---------------------------------
FRANKLIN FLOATING RATE DAILY ACCESS FUND
By: /s/ XXXXXXX X'XXXXXXX
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
FRANKLIN FLOATING RATE MASTER SERIES
By: /s/ XXXXXXX X'XXXXXXX
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
FRANKLIN FLOATING RATE TRUST
By: /s/ XXXXXXX X'XXXXXXX
------------------------------------
Name: Xxxxxxx X'Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
GE CAPITAL CFE INC.
By: /s/ XXXXXXX XXXX
------------------------------------
Name: Xxxxxxx Xxxx
----------------------------------
Title: Duly Authorized Signatory
---------------------------------
XXXXXXXX CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
----------------------------------------
[Name of Lender]
By: /s/ XXXXXXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
----------------------------------
Title: Managing Partner
---------------------------------
HARBOURVIEW CDO II LTD., FUND
By: /s/ XXXX XXXXXXX
------------------------------------
Name: Xxxx Xxxxxxx
----------------------------------
Title: Manager
---------------------------------
ING ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ XXXX X. X'XXXXXX
------------------------------------
Name: Xxxx X. X'Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
INTESABCI SPA
By: /s/ XXXXXXX XXXXXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxxxxx
----------------------------------
Title: Vice President
---------------------------------
INTESABCI SPA
By: /s/ X. XXXXXX
------------------------------------
Name: X. Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
JPMORGAN CHASE BANK
By: /s/ XXXX XXX XXX
------------------------------------
Name: Xxxx Xxx Xxx
----------------------------------
Title: Vice President
---------------------------------
LCM I LIMITED PARTNERSHIP
By: Lyon Capital Management LLC,
as Attorney-in-Fact
By: /s/ X. XXXXXXXX
------------------------------------
Name: Farboud Tavangar
----------------------------------
Title: Senior Portfolio Manager
---------------------------------
LIBERTY-XXXXX XXX ADVISOR FLOATING
RATE ADVANTAGE FUND, by Xxxxx Xxx
& Farnham Incorporated as Advisor
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Sr. Vice President &
Portfolio Manager
---------------------------------
XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX
INCORPORATED
By: /s/ XXXXXXXX XXXXX UPSHER
------------------------------------
Name: Xxxxxxxx Xxxxx Xxxxxx
----------------------------------
Title: Counsel -- Global Debt Markets
---------------------------------
MIZUHO CORPORATE BANK LTD.
(formerly, The Industrial Bank of Japan,
Limited and Dai-Ichi Kangyo Bank,
Limited)
By: /s/ XXXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxxx Xxxxxx
----------------------------------
Title: Senior Vice President and
Group Head
---------------------------------
XXXXXX XXXXXXX SENIOR FUNDING INC.
By: /s/ R. XXXX XXXXX
------------------------------------
Name: R. Xxxx Xxxxx
----------------------------------
Title: Managing Director
---------------------------------
With respect to $16,541,666.33 of
its total commitment of $20,291,666.33
XXXXXX XXXXXXX SENIOR FUNDING INC.
By: /s/ XXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxx
----------------------------------
Title: Vice President
---------------------------------
With respect to $3,750,000.00 of
its total commitment of $20,291,666.33
MOUNTAIN CAPITAL CLO II LTD.
By: /s/ XXX XXXXX
-------------------------------------
Name: Xxx Xxxxx
----------------------------------
Title: Director
---------------------------------
XXXXXXXXXXX SENIOR FLOATING RATE FUND
By: /s/ XXXX XXXXXXX
-------------------------------------
Name: Xxxx Xxxxxxx
----------------------------------
Title: Manager
---------------------------------
Pension Investment Committee Of General
Motors For General Motors Employees
Domestic Group Pension Trust
[NAME OF LENDER]
By: Fidelity Management Trust Company,
As Investment Manager, Under Power of
Attorney
By: /s/ XXXX X. X'XXXXXX, XX.
-------------------------------------
Name: Xxxx X. X'Xxxxxx, Xx.
----------------------------------
Title: Executive Vice President
---------------------------------
Commonwealth Of Massachusetts Pension
Reserves Investment Management Board
[NAME OF LENDER]
By: Fidelity Management Trust Company As
Investment Manager, Under Power of
Attorney
By: /s/ XXXX X. X'XXXXXX, XX.
-------------------------------------
Name: Xxxx X. X'Xxxxxx, Xx.
----------------------------------
Title: Executive Vice President
---------------------------------
================================================================================
COOPERATIVE CENTRALE RAIFFEISEN-
BOERENLEENBANK, B.A., "RABOBANK
NEDERLAND", NEW YORK BRANCH
By: /s/ W. XXXXXXX XXXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxxx
----------------------------------
Title: Managing Director
---------------------------------
Senior Credit Officer
By: /s/ XXXXXXX X. XXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
SOCIETE GENERALE
By: /s/ XXXXXXX XXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxx
----------------------------------
Title: Director
---------------------------------
Corporate Banking
XXXXXXXXX CLO LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
-----------------------------------
[name of Lender]
By: /s/ XXXXXXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
----------------------------------
Title: Managing Partner
---------------------------------
XXXXXXXXX QUATTRO CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
-----------------------------------
[name of Lender]
By: /s/ XXXXXXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
----------------------------------
Title: Managing Partner
---------------------------------
XXXXXXXXX CLO LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
-----------------------------------
[name of Lender]
By: /s/ XXXXXXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
----------------------------------
Title: Managing Partner
---------------------------------
XXXXXXXXX/RMF TRANSATLANTIC CDO LTD.
By: Xxxxxxxxx Capital Partners LLC
as its Collateral Manager
-----------------------------------
[name of Lender]
By: /s/ XXXXXXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
----------------------------------
Title: Managing Partner
---------------------------------
STEINROE FLOATING RATE LIMITED LIABILITY
COMPANY
By: /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
----------------------------------
Title: Senior Vice President
Xxxxx Xxx & Xxxxxxx Incorporated,
as Advisor to the Xxxxx Xxx
Floating Rate Limited Liability
Company
---------------------------------
SUMITOMO MITSUI BANKING CORPORATION
By: /s/ XX XXXXXXXX
------------------------------------
Name: Xx Xxxxxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
SUN TRUST BANK
By: /s/ XXXXX X. XXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxx
----------------------------------
Title: Director
---------------------------------
UFJ BANK LIMITED
By: /s/ XXXXXXX XXXXXXXXXX
------------------------------------
Name: Xxxxxxx Xxxxxxxxxx
----------------------------------
Title: Vice President
---------------------------------
UNITED CALIFORNIA BANK
By: /s/ D. XXXXXX XXXXXXX
------------------------------------
Name: D. Xxxxxx Xxxxxxx
----------------------------------
Title: Vice President
---------------------------------
XXXXX FARGO BANK, N.A.
By: /s/ XXXX X. XXXXX
------------------------------------
Name: Xxxx X. Xxxxx
----------------------------------
Title: Senior Vice President
---------------------------------
XXXXXXX XXXXX & SONS SPECIAL
SITUATION PARTNERS II, L.P.
By: /s/ XXXX XXXXXX
------------------------------------
Name: Xxxx Xxxxxx
----------------------------------
Title: Principal
---------------------------------
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC
as its Investment Manager
----------------------------------------
[name of Lender]
By: /s/ XXXXXXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
----------------------------------
Title: Managing Partner
---------------------------------
SCHEDULE 2.06(b)(ii) TO AMENDMENT NO. 3
TO AMENDED AND RESTATED CREDIT AGREEMENT
IN FAVOR OF PACIFICARE HEALTH SYSTEMS, INC.
[Description of Real Estate]
PROPERTY MINIMUM SALE PRICE
-------- ------------------
1. 00000 Xxxxxxxx, Xxxxxxxxxx Xxxxx, XX (38,764 sq. ft. $ 3,900,000
medical office building, approximately 12,000 sq. ft.
vacant office bldg. and approximately 2,000 sq. ft.
vacant restaurant space).
2. 0000 Xxxxxxxx, Xxxxxxx, XX (29,460 sq. ft.) $ 2,790,000
3. 0000 Xxxxxxxx, Xxxxxx, XX (25,579 sq. ft.) $ 2,790,000
4. 000 Xxxxxxx, Xxxxxxx, XX (8,819 sq. ft.) $ 520,000
Total Sale Price $ 10,000,000
