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EXHIBIT 10.41
AMENDMENT NO. 16 TO THE LOAN DOCUMENTS
AMENDMENT NO. 16 TO THE LOAN DOCUMENTS dated as of February
3, 2000 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, Amendment No. 6 to the Loan Documents dated as of April 14,
1999, Amendment No. 7 to the Loan Documents dated as of June 29, 1999,
Amendment No. 8 to the Loan Documents dated as of August 2, 1999, Amendment No.
9 to the Loan Documents dated as of August 16, 1999, Amendment No. 10 to the
Loan Documents dated as of August 23, 1999, Amendment No. 11 to the Loan
Documents dated as of August 30, 1999, Amendment No. 12 to the Loan Documents
dated as of September 14, 1999, Amendment No. 13 to the Loan Documents dated as
of November 5, 1999, Amendment No. 14 to the Loan Documents dated as of
December 16, 1999 and Amendment No. 15 to the Loan Documents dated as of
January 20, 2000, the "CREDIT AGREEMENT") among Caremark Rx, Inc. (formerly
known as MedPartners, Inc.), a Delaware corporation (the "BORROWER"), the
Lenders party thereto, Bank of America, N.A. (formerly NationsBank, N.A.;
"BOFA"), 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 BofA, 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 as provided herein in order to provide for
the issuance of a Letter of Credit for the benefit of MedPartners Provider
Network, Inc. ("MPN") or its authorized representative in respect of certain
obligations under the California Settlement Agreement in the face amount of
$15,000,000 (the "ADDITIONAL LETTER OF CREDIT") and to waive any default under
Section 6.01 (q) in respect thereof.
(2) The Lender Parties have indicated their willingness
to agree to amend the Credit Agreement and to waive such default 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 and Waivers of Certain Provisions
of the Credit Agreement. (a) The Credit Agreement is, upon the occurrence of
the Amendment Effective Date (as hereinafter defined), hereby amended as
follows:
(i) Section 2.01(e) of the Credit Agreement is amended by
deleting the second parenthetical in the second sentence thereof and to
substitute therefor the following parenthetical: "(other than the Borrower or
any of its Subsidiaries, except for the Letter of Credit in favor of MPN or its
authorized representative as contemplated by Section 5.02(e)(iii)(D) hereof)"
and by deleting the third parenthetical in the second sentence thereof and to
substitute therefor the following parenthetical: "(or,
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solely to the extent permitted under Section 5.02(e)(iii)(C) or 5.02(e)(iii)(D)
hereof, or upon adoption of the California Transition Plan, as required under
Section 3.5(c) or 3.6 of the California Settlement Agreement any of the
Unrestricted Subsidiaries)."
(ii) Section 5.02(b)(iii) is amended in full to read as
follows:
"(iii) Indebtedness of the Borrower in respect of
interest rate Hedge Agreements (A) existing on the
date of this Agreement and described in item 1 on
Schedule 4.01(y) hereto or (B) entered into from
time to time after the date of this Agreement with
counterparties that are Lender Parties at the time
such interest rate Hedge Agreement is entered into;
provided that, in all cases under this clause (iii),
all such interest rate Hedge Agreements shall be
nonspeculative in nature (including, without
limitation, with respect to the term and purpose
thereof);"
(iii) Section 5.02(b)(viii) is amended by deleting the
parenthetical in clause (B)(2) thereof and to substitute for such parenthetical
the following parenthetical: "(other that 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 the Letter of Credit
in favor of MPN or its authorized representative in a face amount not to exceed
$15,000,000 and, in each case, as otherwise required under the California
Settlement Agreement)".
(iv) Section 5.02(e) is hereby amended to delete the
parenthetical in subclause (iii)(D)(2)(y) thereof and to substitute therefor
the following parenthetical: "(other than the Letter of Credit issued in favor
of the Special Monitor-Examiner (as defined in the California Settlement
Agreement) in the face amount of $25,000,000 and the Letter of Credit in favor
of MPN or its authorized representative in the face amount of $15,000,000, and,
in each case, as otherwise required under the California Settlement
Agreement)".
(v) Section 5.02(e) is hereby further amended to delete
subclause (iii)(E) thereof and to substitute therefor the following: "(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 the Letter of Credit in favor of MPN or its authorized
representative in a face amount not to exceed $15,000,000 and, in each case, as
otherwise required under the California Settlement Agreement, or, in the case
of MPN, pursuant to the terms of the MPN Management Agreement,"
(b) Upon the occurrence of the Amendment Effective Date,
any Event of Default arising under Section 6.01(q) of the Credit Agreement as a
result of the issuance of the Additional Letter of Credit, or payments
thereunder, is hereby waived.
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 on or
before 5:00 p.m. (Charlotte time) on February 3, 2000, (i) counterparts of this
Amendment executed by the Borrower and the
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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) counterparts of the Consent attached hereto executed and delivered by each
of the Loan Parties (other than the Borrower).
(b) 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), 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).
(c) No event shall have occurred and be continuing, or
shall result from the effectiveness of this Amendment, that constitutes a
Default.
(d) The Administrative Agent shall have received an
amendment, in form and substance satisfactory to it, to the California
Settlement Agreement to delete the requirement of the deposit provided in
Section 3.5(c) thereof and to substitute for such requirement in its entirety
the delivery to MPN or its authorized representative of the Additional Letter
of Credit, which amendment shall be approved by an order of the United States
Bankruptcy Court for the Central District of California having jurisdiction
over the bankruptcy case of MPN and which order shall have been entered and be
in full force and effect.
(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
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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.
(c) This Amendment will constitute any notice required
under Section 5.03(t) of the Credit Agreement in respect of the Additional
Letter of Credit
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 and of
Xxxxxxxx & Company LLP) 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.
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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 written above.
THE BORROWER
CAREMARK RX, INC.
(formerly known as MEDPARTNERS, INC.)
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
---------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: EVP and CFO
THE ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A.
By /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
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THE LENDER PARTIES
BANK OF AMERICA, N.A., as a Lender,
the Swing Line Bank and the Issuing Bank
By /s/ Xxxxxxx X. Xxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
AMSOUTH BANK
By /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK
By /s/ Xxxx Xxx Xxx
---------------------------------
Name: Xxxx Xxx Xxx
Title: Vice President
CITIBANK, N.A.
By
---------------------------------
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
DEBT STRATEGIES FUND, INC.
By
---------------------------------
Name:
Title:
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BANK ONE, NA (f/k/a THE FIRST NATIONAL
BANK OF CHICAGO)
By /s/ L. Xxxxxxx Xxxxxxxx
---------------------------------
Name: L. Xxxxxxx Xxxxxxxx
Title: Vice President
FIRST UNION NATIONAL BANK
By /s/ Xxxxx X. Xxxxx
---------------------------------
Name: Xxxxx X. Xxxxx
Title: SVP
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured Management, Inc.,
as attorney in fact
By /s/ Xxxxxxx Xxxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Authorized Signator
KZH HIGHLAND-2 LLC
By
---------------------------------
Name:
Title:
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO, INC.
BY: XXXXXXX XXXXX ASSET
MANAGEMENT L.P., as Investment Advisor
By
---------------------------------
Name:
Title:
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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
---------------------------------
Name:
Title:
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By /s/ Xxxxxxx X. XxXxxxx
---------------------------------
Name: Xxxxxxx X. XxXxxxx, CFA
Title: Assistant Vice President
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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
---------------------------------
Name: Xxxxxxx X. XxXxxxx, CFA
Title: Assistant Vice President
SCOTIABANC INC.
By /s/ Xxxx Xxxxxxx
---------------------------------
Name: Xxxx Xxxxxxx
Title: Relationship Manager
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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/ Xxxx X. Xxxxxxxx
---------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
TRANSAMERICA LIFE INSURANCE AND
ANNUITY CO.
By
---------------------------------
Name:
Title:
TRANSAMERICA PREMIER HIGH YIELD FUND
By /s/ Xxxxxxx Xxxxx
---------------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
XXX XXXXXX PRIME RATE INCOME TRUST
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
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XXX XXXXXX SENIOR INCOME TRUST
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
XXX XXXXXX CLO II, LIMITED
BY: XXX XXXXXX MANAGEMENT, INC.,
as Collateral Manager
By /s/ Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
WACHOVIA BANK, N.A.
By
---------------------------------
Name:
Title:
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CONSENT TO AMENDMENT NO. 16 TO THE LOAN DOCUMENTS
As of February 3, 2000
Reference is made to Amendment No. 16 to the Loan Documents
dated as of February 3, 2000 (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, Amendment No. 6 to the Loan
Documents dated as of April 14, 1999, Amendment No. 7 to the Loan Documents
dated as of June 29, 1999, Amendment No. 8 to the Loan Documents dated as of
August 2, 1999, Amendment No. 9 to the Loan Documents dated as of August 16,
1999, Amendment No. 10 to the Loan Documents dated as of August 23, 1999,
Amendment No. 11 to the Loan Documents dated as of August 30, 1999, Amendment
No. 12 to the Loan Documents dated as of September 14, 1999, Amendment No. 13
to the Loan Documents dated as of November 5, 1999, Amendment No. 14 to the
Loan Documents dated as of December 16, 1999 and Amendment No. 15 to the Loan
Documents dated as of January 20, 2000, the "CREDIT AGREEMENT") among Caremark
Rx, Inc. (formerly known as MedPartners, Inc.), a Delaware corporation, the
Lenders party thereto, Bank of America, N.A. (formerly 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 Bank of America, N.A. (formerly 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.
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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
MEDPARTNERS INTEGRATED NETWORK-
XXXXXXXX, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MEDPARTNERS PROFESSIONAL
MANAGEMENT CORPORATION
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
HEALTHWAYS, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
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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
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 X. Xxxxx
----------------------------------------------
Name: Xxxxx X. Xxxxx
Title: Treasurer
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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
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
FRIENDLY HILLS HEALTHCARE
NETWORK INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
MEDPARTNERS NSC LTD.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
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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
HOME HEALTH AGENCY OF GREATER
MIAMI, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
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PACIFIC MEDICAL GROUP, INC.
By /s/ Xxxx X. Xxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
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
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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
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
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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: Executive Vice President & Treasurer
of Caremark Rx, Inc., the General
Partner
MEDPARTNERS PHYSICIAN
MANAGEMENT, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President of
Caremark Rx, Inc., the General
Partner
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MED TENNESSEE, INC.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
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.,
a Member
CERRITOS INVESTMENT GROUP
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Chief
Financial Officer of Caremark Rx, Inc.,
a Partner
By /s/ Xxxx X. Xxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
Caremark Rx, Inc., a Partner
CERRITOS INVESTMENT GROUP II
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Chief
Financial Officer of Caremark Rx, Inc.,
a Partner
By /s/ Xxxx X. Xxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
Caremark Rx, Inc., a Partner
9
21
5000 AIRPORT PLAZA, L.P.
By /s/ Xxxxx X. Xxxxxxxxx, Xx.
----------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Chief
Financial Officer of Caremark Rx, Inc.
the General Partner
By /s/ Xxxx X. Xxxxxx
----------------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
Caremark Rx, Inc., the General Partner
10
