EXHIBIT 10.34
AMENDMENT NO. 4 TO
THE CREDIT AGREEMENT
AMENDMENT NO. 4 TO THE CREDIT AGREEMENT (this "Amendment")
dated as of May 29, 2002 is entered into by and among AdvancePCS, f/k/a Advance
Paradigm, Inc., a Delaware corporation (the "Borrower"), the Subsidiary
Guarantors party hereto, the Lenders party hereto, Bank One, N.A. ("Bank One"),
as Documentation Agent, Bank of America, N.A. ("Bank of America"), as Collateral
Agent and as Administrative Agent for the Lender Parties, Xxxxxxx Xxxxx, Xxxxxx.
Xxxxxx & Xxxxx Incorporated, as Book-Runner, Lead Arranger and Syndication
Agent, and Banc of America Securities LLC, as Joint Book-Runner and Joint Lead
Arranger. Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement (as defined below).
PRELIMINARY STATEMENTS:
WHEREAS, the Borrower, the Subsidiary Guarantors, the Lenders
and the Agents have entered into a Credit Agreement dated as of October 2, 2000,
as amended by Amendment No. 1 to the Credit Agreement dated as of November 3,
2000, Amendment No. 2 to the Credit Agreement dated as of June 22, 2001 and
Amendment No. 3 to the Credit Agreement dated as of August 24, 2001 (as so
amended and as otherwise amended, restated and modified from time to time, the
"Credit Agreement"); and
WHEREAS, the Borrower and its subsidiaries (i) intend to
increase the amount of the Asset Securitization from $150,000,000 to
$300,000,000, which increased Asset Securitization shall consist of receivables
having an average daily outstanding balance during any calendar month of
approximately $500,000,000, and (ii) have requested that the Required Lenders
approve certain other amendments to the Credit Agreement;
NOW, THEREFORE, in consideration of the mutual promises and
obligations contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrower, the
Subsidiary Guarantors and the Required Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION 1. Amendment. The Credit Agreement is, effective as of
the Amendment No. 4 Effective Date (as defined herein), hereby amended as
follows:
(a) The definition of "Asset Securitization" in
Section 1.01 of the Credit Agreement is deleted in its
entirety and replaced with the following definition:
"`ASSET SECURITIZATION' means the structured receivables
financing transaction entered into by and among (i) the Originator,
(ii) AFC Receivables Holding Corporation, a Delaware corporation, as
the initial seller, (iii) the Receivables Subsidiary, as the subsequent
seller, (iv) General Electric Capital Corporation ("GE CAPITAL"), as
administrative agent and committed purchaser, and (v) Redwood
Receivables Corporation, as conduit purchaser (together with GE
Capital, the "PURCHASERS") on December 10, 2001, and amended and
increased on or about May 31, 2002, providing for the contribution and
transfer of Securitization Receivables, having a final purchase date
not later than 5 years from December 10, 2000 and a facility commitment
not to exceed $300,000,000, provided that (a) the Receivables held by
the Receivables Subsidiary in connection with the Asset Securitization
shall be Securitization Receivables, (b) the monetary Obligations of
the Receivables Subsidiary in respect of the Asset Securitization shall
be non-recourse to any Loan Party (other than such recourse as is
customary in receivables securitization transactions of this type), (c)
the documentation relating to the Asset Securitization shall be in form
and substance reasonably satisfactory to the Administrative Agent, (d)
the Borrower and its Subsidiaries shall clearly indicate on their
records which Receivables are Securitization Receivables that have been
transferred to the Receivables Subsidiary and (e) the Administrative
Agent shall be reasonably satisfied that all amounts relating to the
Securitization Receivables shall not be commingled with cash or other
amounts of the Borrower and its Subsidiaries (other than the
Receivables Subsidiary) and that all amounts paid in respect of the
Securitization Receivables shall be deposited into one or more
lockboxes or other bank accounts in which no other funds are deposited
on terms and conditions reasonably satisfactory to the Administrative
Agent."
(b) The definition of "Debt" in Section 1.01 of the Credit
Agreement is hereby amended by (i) deleting the portion of the
penultimate sentence thereof after the words "It is understood that
"Debt" shall not include any Business Guarantee", (ii) deleting the
word "and" at the end of subclause (i) thereof; (iii) replacing the
period at the end of subclause (j) thereof with "; and" and (iv) adding
the following new subclause (k) immediately to the end of the existing
subclause (j):
"(k) the outstanding attributed capital investment
amount of the Asset Securitization."
(c) Section 1.01 of the Credit Agreement is amended to insert
the following definition:
"ORIGINATOR" means AdvancePCS Health, L.P., an indirect
wholly-owned subsidiary of the Borrower.
(d) The definition of "Securitization Receivables" in Section
1.01 of the Credit Agreement is deleted in its entirety and replaced
with the following definition:
"`SECURITIZATION RECEIVABLES' means, all receivables of the
Originator that are both (a) generated by the claims processing systems
of the Borrower or any of its Subsidiaries and (b) billed or to be
billed by the Recap or RxClaims processing systems, or their successor
systems, of the Borrower or any of its Subsidiaries; provided, however,
that "Securitization Receivables" shall not include: (i) receivables
consisting of amounts owing to the Originator from drug manufacturers
in respect of rebates, disease management or other
manufacturer-sponsored programs, (ii) receivables consisting of amounts
owing to the Originator directly from patients or (iii) any other
receivables that are not both (A) generated by the claims processing
systems of the Borrower or any of its Subsidiaries and (B) billed or to
be billed by the Recap or RxClaims processing systems, or their
successor systems, of the Borrower or any of its Subsidiaries. For the
avoidance
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of doubt, the receivables that constitute Securitization Receivables
shall be deemed to include amounts owing to the Originator in respect
of products sold and/or services rendered by the Originator and
transferred to the Receivables Subsidiary pursuant to the terms of the
Asset Securitization (so long as such amounts are both (a) generated by
the claims processing systems of the Borrower or any of its
Subsidiaries and (b) billed or to be billed by the Recap or RxClaims
processing systems, or their successor systems, of the Borrower or any
of its Subsidiaries), in all cases regardless of whether such amounts
are characterized as accounts receivable, general intangibles or
otherwise, and shall be deemed to include as well certain related
rights, such as agreements or other arrangements supporting or securing
payment of any such receivables or obligations, described in the
documentation approved by the Administrative Agent in connection with
the Asset Securitization."
(e) Section 3.02 of the Credit Agreement is hereby amended
by (i) deleting the word "and" at the end of subclause (i) thereof;
(ii) replacing the period at the end of subclause (ii) thereof with ";
and" and (iii) adding the following new subclause (iii) immediately to
the end of such Section 3.02:
"(iii) if (A) the date of such Borrowing or issuance
or renewal is within 90 days following a repurchase of shares
of the Borrower's common stock or rights, options or units in
respect thereof that was consummated in reliance upon Section
5.02(g)(ix) and (B) the amount of the payment to make such
repurchase was (x) when aggregated with all other such
payments made during the same Fiscal Year, in excess of
$50,000,000 or (y) when aggregated with all other such
payments made during the term of this Agreement, in excess of
$150,000,000, then the aggregate Unused Tranche A Revolving
Credit Commitments of all Lenders, after giving effect to the
requested Borrowing or issuance or renewal and to the
application of the proceeds therefrom, shall be equal to or
greater than $100,000,000."
(f) Section 4.01 of the Credit Agreement is hereby
amended by adding the following new subclause (bb) immediately to the
end of such Section 4.01:
"(bb) In connection with the Asset Securitization,
the Borrower has taken appropriate steps to ensure that (i)
all amounts relating to the Securitization Receivables are not
commingled with cash or other amounts of the Borrower and its
Subsidiaries and that all amounts paid in respect of the
Securitization Receivables are deposited into one or more
lockboxes or other bank accounts in which no other funds are
deposited and (ii) the Borrower and its Subsidiaries clearly
indicate on their records which Receivables are Securitization
Receivables that have been transferred to the Receivables
Subsidiary."
(g) Section 5.01(j) of the Credit Agreement is hereby
amended by inserting in the last paragraph thereof the following as a
new last sentence:
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"Notwithstanding the foregoing, the provisions of this
Section 5.01(j) shall not be applicable with respect to
the Receivables Subsidiary."
(h) Section 5.01(r) of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
"(r) Asset Securitization. In connection with the
Asset Securitization, (i) deposit, and cause each of its
Subsidiaries (where applicable) to deposit, all amounts
received in respect of the Securitization Receivables into one
or more lockboxes or other bank accounts in which no other
funds are deposited and otherwise ensure that all amounts
relating to the Securitization Receivables are not commingled
with cash or other amounts of the Borrower and its
Subsidiaries (other than the Receivables Subsidiary), and (ii)
clearly indicate, and cause each of its Subsidiaries (where
applicable) to clearly indicate, on its records (including,
without limitation, its computer records) which Receivables
are Securitization Receivables that have been transferred to
the Receivables Subsidiary in connection with the Asset
Securitization."
(i) Section 5.02(a)(vi) of the Credit Agreement is hereby
deleted in its entirety and replaced with the following:
"(vi) other Liens securing Debt outstanding in an
aggregate principal amount not to exceed $30 million;"
(j) Section 5.02(f)(xiv)(A) is hereby deleted in its
entirety and replaced with the following:
"(A) (I) (1) the aggregate consideration paid for
such acquisition or related series of acquisitions (other than
any consideration paid through the issuance of Equity
Interests) plus (2) the aggregate principal amount of Debt
assumed or acquired in connection with such acquisition or
related series of acquisitions does not exceed $150,000,000;
and (II) (1) the aggregate consideration paid for such
acquisition and all other acquisitions made after the date of
this Agreement (other than any consideration paid through the
issuance of Equity Interests) plus (2) the aggregate principal
amount of Debt assumed or acquired in connection with such
acquisition and all other acquisitions made after the date of
this Agreement does not exceed $300,000,000.
(k) Section 5.02(f)(xiv)(B) is hereby amended by deleting
the amount "$25,000,000" and replacing it with "$50,000,000."
(1) Section 5.02(g) of the Credit Agreement is hereby
amended by (i) deleting the word "and" at the end of subclause (vii)
thereof; (ii) replacing the period at the end of subclause (viii)
thereof with "; and" and (iii) adding the following new subclause (ix)
immediately to the end of such clause (g):
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"(ix) the Borrower may repurchase shares of its
common stock or rights, options or units in respect thereof,
provided (A) no Default or Event of Default shall exist on the
date of, or shall result from, the making of any such
repurchase and (B) either:
(I) each of the following shall be satisfied
with respect to any such repurchase:
(w) as of the last day of the most
recently ended fiscal quarter prior to such
repurchase for which the Administrative Agent
has received the financial statements and
officer's certificate required to be
delivered pursuant to Section 5.03(b) or (c),
as applicable, EBITDA for the fiscal quarter
ending as of such date shall be greater than
$300,000,000;
(x) at the time of such repurchase,
the Borrower's senior secured non-credit
enhanced long-term debt shall be rated BB+ or
better by S&P and Ba1 or better by Xxxxx'x;
(y) after giving effect to such
repurchase and any Borrowings incurred in
connection therewith on a pro forma basis,
the Total Leverage Ratio, as of the last day
of the most recently ended fiscal quarter for
which the Administrative Agent has received
the financial statements and officer's
certificate required to be delivered pursuant
to Section 5.03(b) or (c), as applicable,
shall be less than 1.75 to 1.00 and the Chief
Financial Officer or Treasurer of the
Borrower shall have delivered to the
Administrative Agent a certificate
demonstrating the satisfaction of such
requirement; and
(z) after giving effect to such
repurchase and any Borrowings incurred in
connection therewith, the aggregate Unused
Tranche A Revolving Credit Commitments of all
Lenders shall be equal to or greater than
$100,000,000; or
(II) if any of the requirements set forth in
the immediately preceding clause (I) is not
satisfied, the amount of any payment to make such
repurchase shall not (x) when aggregated with all
other such payments made during the same Fiscal Year,
exceed $50,000,000 and (y) when aggregated with all
other such payments made during the term of this
Agreement, exceed $150,000,000."
(m) Section 5.02(o) of the Credit Agreement is hereby
amended by adding a new subclause (v) immediately to the end thereof to
read as follows:
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"(v) Notwithstanding the foregoing, the Borrower and
its Subsidiaries may make Capital Expenditures (which Capital
Expenditures will not be included in any determination under
the foregoing clause (i)) consisting of the direct costs paid
by the Borrower or any of its Subsidiaries in connection with
the construction of a mail facility in Xxxxxx Barre,
Pennsylvania in an aggregate amount for all such excluded
costs pursuant to this clause (v) not to exceed $30,000,000."
(n) A new Section 5.02(r) is hereby added to the Credit
Agreement to read as follows:
"(r) Permit any receivables of the Originator that
are described in clauses (i) and (ii) in the definition of
"Securitization Receivables" in Section 1.01 hereof to be
billed by the ReCap or RxClaims processing systems, or
successor systems, of the Borrower or any of its Subsidiaries,
and shall not expand and/or modify such systems in a manner
such that any of such receivables could be or will be included
in the types of receivables billed by such systems."
(o) Sections 5.03(b), (c) and (h) of the Credit Agreement
are hereby amended by adding the words "or Treasurer" after each of the
references therein to "Chief Financial Officer".
(p) Section 5.03(l) of the Credit Agreement is hereby
deleted and replaced with the following:
"(l) Securitization Receivables. So long as the Asset
Securitization is continuing, then as soon as available and in
any event within 45 days after the end of each of the first
three fiscal quarters of each Fiscal Year, and within 90 days
after the end of the last quarter of each Fiscal Year, a
certificate, in substantially the form of Schedule V hereto,
executed by a Responsible Officer of the Borrower setting
forth in reasonable detail for each calendar month occurring
in such fiscal quarter (i) the average daily outstanding
balance of all billed Securitization Receivables held by the
Receivables Subsidiary and (ii) the month end outstanding
balance of (A) all Securitization Receivables held by the
Receivables Subsidiary, including a breakdown showing the
portion of such receivables that are billed and the portion
that are unbilled, and (B) all receivables of the Borrower and
its Subsidiaries (other than the Receivables Subsidiary),
including a breakdown showing the portion of such receivables
that are billed and the portion that are unbilled, in each
case including information as to the type of such receivable
and delivered in a form reasonably acceptable to the
Administrative Agent."
(q) Section 5.04(b) of the Credit Agreement is hereby
amended by adding a new sentence immediately to the end thereof to read
as follows:
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"Notwithstanding the foregoing, if the Borrower has
made a repurchase of shares of its common stock or rights,
options or units in respect thereof that was consummated in
reliance upon Section 5.02(g)(ix) and the amount of the
payment for such repurchase is, when aggregated with all other
such payments made during the term of this Agreement, in
excess of $150,000,000, the Borrower will maintain at the end
of each fiscal quarter of the Borrower occurring on or after
the date of such repurchase, a Total Leverage Ratio of not
more than 3.00:1.0."
(r) The Credit Agreement is amended by deleting Schedule V
thereto in its entirety and replacing it with Schedule V as set forth
in Schedule I hereto, which Schedule may be modified from time to time
as the Borrower, the Originator and the Administrative Agent shall
agree.
SECTION 2. Conditions of Effectiveness. This Amendment shall
become effective as of the date first above written (the "Amendment No. 4
Effective Date") when, and only when each of the following conditions shall have
been satisfied (it being understood that the satisfaction of one or more of the
following conditions may occur concurrently with the effectiveness of this
Amendment):
(a) the Administrative Agent shall have received
counterparts of this Amendment executed by the Borrower, the Subsidiary
Guarantors and the Required Lenders (determined as of the point in time
at which each of the other conditions precedent set forth in this
Section 2 has been satisfied and after giving effect to clause (c)
below) or, as to any of the Required Lenders, advice satisfactory to
the Administrative Agent that such Required Lender has executed this
Amendment;
(b) the Borrower shall have paid to the Administrative
Agent, for the benefit of each Lender approving this Amendment, an
amendment fee equal to 0.25% on each such Lender's Tranche A Revolving
Credit Commitment;
(c) the Borrower shall have prepaid (or concurrently with
the effectiveness hereof; shall prepay) the Term B Facility in full;
(d) the Borrower shall have paid any and all out-of-pocket
costs (to the extent invoiced) incurred by the Administrative Agent
(including the reasonable fees and expenses of the Administrative
Agent's legal counsel), and fees and other amounts payable to the
Administrative Agent, in each case in connection with the arrangement,
negotiation, preparation, execution and delivery of this Amendment; and
(e) the Administrative Agent shall have received (i) 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, the increased Asset Securitization and the other 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 matters contemplated
hereby; (ii) a certificate from a Responsible Officer of the Borrower
to the effect that, as of the date hereof, (A) all
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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 as if made as of the date hereof;
other than any such representations or warranties that, by their terms,
refer to a specific date other than the date hereof; in which case as
of such specific date, and (B) after giving effect to this Amendment,
no Default or Event of Default has occurred and is continuing; and
(iii) a bringdown legal opinion of Akin, Gump Xxxxxxx, Xxxxx & Xxxx,
L.L.P. in form and substance satisfactory to the Administrative Agent
and its counsel (which shall cover, among other things, perfection and
no conflicts).
SECTION 3. Authority of Administrative Agent. The Required
Lenders hereby acknowledge and agree that pursuant to the authority granted to
the Administrative Agent under Article VIII of the Credit Agreement, the
Administrative Agent has the power to execute and deliver all documents and to
take all such further action on behalf of the Lender Parties as it may deem to
be reasonably necessary to effectuate the Asset Securitization as set forth in
the Credit Agreement and in this Amendment thereto.
SECTION 4. Representations and Warranties. Each of the Loan
Parties represents and warrants as follows:
(a) the representations and warranties contained in each
Loan Document are correct in all material respects on and as of the
date hereof, before and after giving effect to this Amendment, as
though made on and as of the date hereof, other than any such
representations or warranties that by their terms, refer to a specific
date, in which case, as of such specific date;
(b) no Default or Event of Default has occurred and is
continuing under the Credit Agreement, as amended hereby, or would
result from this Amendment;
(c) it has taken all necessary action to authorize the
execution, delivery and performance of this Amendment;
(d) 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;
(e) 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 where not
completed such action would reasonably be expected to have a Material
Adverse Effect; and
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(f) 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 Section 7 of the Credit
Agreement) in any manner, except as specifically set forth herein.
SECTION 5. Reference to and Effect on the Loan Documents. (a)
On and after the effectiveness of this Amendment, 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 specifically amended by this Amendment, are and
shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed.
(c) Except as expressly provided herein, the execution,
delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of any Lender or the
Administrative Agent under any of the Loan Documents, nor constitute a
waiver of any provision of any of the Loan Documents.
(d) This Amendment shall constitute a Loan Document and,
as such, can only be amended in accordance with the provisions of
Section 9.01 of the Credit Agreement.
SECTION 6. Costs, Expenses. The Borrower agrees to pay on
demand all reasonable costs and expenses of the Administrative Agent in
connection with the preparation, execution, delivery and administration of this
Amendment (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent) in accordance with the terms of Section
9.04 of the Credit Agreement.
SECTION 7. 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 but 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 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.
[The rest of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
BORROWER
ADVANCEPCS
By: /s/ XXXXX X. XXXXXXX
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
SUBSIDIARY GUARANTORS
ADVANCEPCS HOLDING CORPORATION
By: /s/ XXXXX X. XXXXXXX
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
ADVANCEPCS HEALTH SYSTEMS, LLC
By: /s/ XXXXX X. XXXXXXX
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
ADVANCEPCS HEALTH, L.P.
By ADVANCEPCS HEALTH SYSTEMS, LLC, its
General Partner
By: /s/ XXXXX X. XXXXXXX
----------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
[signature pages continue]
ADVANCEPCS RESEARCH, L.L.C.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
XXXXXXXXX.XXX, L.P.
By ADVANCEPCS HEALTH SYSTEMS, LLC, its
General Partner
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
ADVP CONSOLIDATION, L.L.C.
By: /s/ XXXXX DE MARS
---------------------------------------
Name: Xxxxx de Mars
Title: Secretary
ADVP MANAGEMENT, L.P.,
By ADVANCEPCS HEALTH SYSTEMS, LLC, its
General Partner
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
AMBULATORY CARE REVIEW SERVICES, INC.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
[signature pages continue]
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
XXXXXX-XXXXXX NEUROMEDICAL INSTITUTE,
INC.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Chairman
FFI RX MANAGED CARE, INC.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
FIRST FLORIDA INTERNATIONAL HOLDINGS,
INC.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
HMN HEALTH SERVICES, INC.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
ADVANCEPCS MAIL SERVICES OF
BIRMINGHAM, INC.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
ADVANCEPCS PUERTO RICO, INC.
By: /s/ XXXXX X. XXXXXXX
---------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
[signature pages continue]
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
ADVANCEPCS SPECIALTYRX, LLC
By: /s/ XXXXX X. XXXXXXX
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
AFC RECEIVABLES HOLDING CORPORATION
By: /s/ XXXXX X. XXXXXXX
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
XXXXXXX-XXXXXXX, INC.
By: /s/ XXXXX X. XXXXXXX
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
THERACOM, INC.
By: /s/ XXXXX X. XXXXXXX
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
CONSUMER HEALTH INTERACTIVE, INC.
By: /s/ XXXXX X. XXXXXXX
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: CEO
[signature pages continue]
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
ADMINISTRATIVE AGENT AND COLLATERAL AGENT
BANK OF AMERICA, N.A.
as Administrative Agent and Collateral Agent
By: /s/ XXXXXX X. XXXXX
----------------------------------------
Xxxxxx X. Xxxxx
Title: Principal
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
LENDERS (AND OTHER AGENTS)
BANK OF AMERICA, N.A.,
as Initial Lender and Initial Issuing Bank and Lender Party
By: /s/ XXXXXX X. XXXXX
-------------------------------
Xxxxxx X. Xxxxx
Title: Principal
BANK ONE, N.A., as Documentation Agent and Lender Party
By: /s/ XXXX X. XXXXX
-------------------------------
Name: Xxxx X. Xxxxx
Title: Director
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED,
as Syndication Agent
By: /s/ XXXXXX XXXXXXXXXXXX
-------------------------------
Xxxxxx XxXxxxxxxxxx
Title: Director
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
Bank of China, New York Branch
----------------------------------
[LENDER]
By: /s/ XXXXXXX XXXXXX XXXXX, JR.
-------------------------------
Name: Xxxxx Jr., Xxxxxxx Xxxxxx
Title: Chief Lending Officer
----------------------------
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 0000
XXX XXXX XX XXXX XXXXXX
By: /s/ X.X. XXXXXXXX
-------------------------------
Name: X.X. Xxxxxxxx
Title: Director
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
CIBC INC.
----------------------------------
[LENDER]
By: /s/ XXXXXXX XXXXX
-------------------------------
Xxxxxxx Xxxxx
Title: Executive Director
----------------------------
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
CREDIT SUISSE FIRST BOSTON
----------------------------------
[LENDER]
By: /s/ XXXXXXX X. XXXXXXX
-------------------------------
XXXXXXX X. XXXXXXX
Title: DIRECTOR
----------------------------
By: /s/ XXXXXX XXXX
-------------------------------
XXXXXX XXXX
Title: DIRECTOR
----------------------------
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
ERSTE BANK
By: /s/ XXXXXXX X. XXXXXXXX
--------------------------------------
Xxxxxxx X. Xxxxxxxx
Vice President
Title: Erste Bank New York Branch
-----------------------------------
By: /s/ XXXX X. XXXXXXX
--------------------------------------
XXXX X. XXXXXXX
MANAGING DIRECTOR
Title: ERSTE BANK NEW YORK BRANCH
-----------------------------------
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
GENERAL ELECTRIC CAPITAL CORPORATION
/s/ [ILLEGIBLE]
------------------------------------
Title: Duly Authorized Signatory
-----------------------------
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
XXXXXXX XXXXX CAPITAL CORPORATION
-----------------------------------
[LENDER]
By: /s/ XXXXXXX X. X'XXXXX
-------------------------------
XXXXXXX X. X'XXXXX
Title: VICE PRESIDENT
-----------------------------
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
Xxxxxxx Xxxxx Bank, FSB
-----------------------------------
[LENDER]
By: /s/ XXXXXX X. XXXX
-------------------------------
Xxxxxx X. Xxxx
Title: Vice President
-----------------------------
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
TEXTRON FINANCIAL CORPORATION
By: /s/ XXXXXXX X. XXXXXX
-------------------------------
Xxxxxxx X. Xxxxxx
Title: Director
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
/s/ XXXXXXX X. XXXXXX
----------------------------------------------
WACHOVIA BANK, NATIONAL ASSOCIATION
By: Xxxxxxx X. Xxxxxx
------------------------------------------
Title: Director
---------------------------------------
Amendment No. 4 to Credit Agreement
in favor of AdvancePCS
May 2002
SCHEDULE I
Schedule V to the
Credit Agreement
RECEIVABLES
SEE ATTACHED
SAMPLE - SCHEDULE V
SUMMARY OF ACCOUNTS RECEIVABLE
(000'S)
MONTH ENDED:
CATEGORY OF RECEIVABLES JAN. FEB. MAR. AVERAGE
----------------------- ---------- ---------- ---------- ----------
SECURITIZATION RECEIVABLES:
BILLED RECAP 196,965 202,316 396,996 265,426
BILLED RxCLAIM 12,005 39,123 8,286 19,805
UNBILLED RECAP 168,807 177,599 95,542 147,316
UNBILLED RxCLAIM 91,563 96,036 67,456 85,018
---------- ---------- ---------- ----------
469,340 515,074 568,280 517,565
---------- ---------- ---------- ----------
45% 44% 49% 46%
REMAINING BANK RECEIVABLES:
REBATES - BILLED 218,450 155,903 338,148 237,500
REBATES - UNBILLED 247,348 378,236 135,819 253,801
OTHER MANUFACTURER A/R - BILLED 108,374 112,374 112,966 111,238
PATIENTS - BILLED 2,737 3,386 2,066 2,730
---------- ---------- ---------- ----------
576,909 649,899 588,999 605,269
---------- ---------- ---------- ----------
55% 56% 51% 54%
---------- ---------- ---------- ----------
TOTAL 1,046,249 1,164,973 1,157,279 1,122,834
---------- ---------- ---------- ----------
THE AVERAGE DAILY OUTSTANDING BALANCE OF ALL BILLED SECURITIZATION RECEIVABLES
HELD BY THE RECEIVABLES SUBSIDIARY DURING THE MONTHS ENDED MARCH 31, 2002 WAS:
JANUARY 2002 $264,055
FEBRUARY 2002 $271,434
MARCH 2002 $265,442
