EXHIBIT 10.21
AMENDMENT NO. 1, dated as of September 25, 2002 ("Amendment No. 1") to the
Receivables Purchase and Transfer Agreement, dated as of January 29, 2002 (the
"RPTA"), among NATIONAL MEDICAL HEALTH CARD SYSTEMS, INC., a corporation.
organized under the laws of the State of Delaware (together with its corporate
successors and assigns, "NMHC", and in its capacity as initial primary servicer
thereunder, the "Primary Servicer"), each of the entities named on Schedule I
thereto (each, including NMHC, together with each one's corporate successors and
assigns, a "Provider" and collectively, the "Providers"), and NMHC FUNDING, LLC,
a limited liability company organized under the laws of the State of Delaware
(together with its corporate successors and assigns, the "Purchaser") and HFG
HEALTHCO-4 LLC (together with its successors and assigns, the "Lender"), as
assignee of the Purchaser. Unless otherwise defined herein, terms in the RPTA
are used herein as therein defined.
WHEREAS, the Primary Servicer and the Providers have requested that the
Purchaser agree to amend certain provisions of the RPTA and that the Lender
consent to such amendments and to the prepayment in full of the Unsecured Notes.
WHEREAS, the Purchaser is willing to agree to the amendments requested by
the Primary Servicer and the Providers, and the Lender is willing to consent to
such amendments and prepayment, subject to the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, and subject to the fulfillment of the conditions set forth below,
the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO RPTA
1.1 Schedule Ito the RPTA is hereby amended to add NMHCRX CONTRACTS, INC.
as a Provider.
1.2 Paragraph (bb) of Exhibit V to the RPTA is hereby amended by
substituting the figure "0.75" with the figure "0.70" in the first sentence
thereof
1.3 Paragraph (x) of Exhibit V to the RPTA is hereby amended in its
entirety and the following shall be substituted therefor:
(x) Consolidated Net Worth, calculated at the end
of any fiscal quarter of the Providers, is
less than the amount set forth below as of the
end of the corresponding fiscal quarter
indicated below:
Fiscal Quarter Ending Amount
June 30, 2002 $ 8,750,000
September 30, 2002 $ 9,000,000
December 31, 2002 $10,000,000
March 31, 2003 511,500,000
June 30, 2003 and
all fiscal quarters thereafter 513,000,000
1.4 Paragraph (ff) of Exhibit V to the RPTA is hereby amended in its
entirety and the following shall be substituted therefor:
(ff) The Consolidated Tangible Net Worth of NMHC
and its Subsidiaries calculated at the end of
any fiscal quarter of the Providers, is less
than the amount indicated oppositive each such
fiscal quarter ended as follows:
Fiscal Quarter Ending Amount
June 30, 2002 ($35,000,000)
September 30, 2002 ($34,000,000)
December 31, 2002 ($33,000,000)
March 31, 2003 ($31,500,000)
June 30, 2003 and
all fiscal quarters thereafter ($29,000,000)
SECTION 2. CONSENT UNDER THE RPTA
2.1 Effective as of June 30, 2002, the Lender hereby provides its Written
Consent, as required under paragraph (gg) of Exhibit V to the RPTA, to the
prepayment by NMHC in full of all principal and accrued interest on the
Unsecured Notes.
2.2 Except for the specific consent set forth above, nothing herein shall
be deemed to be a waiver of, or a consent with respect to, any covenant or
agreement contained in the RPTA, and the Primary Servicer and each Provider
hereby agrees that all of the covenants and agreements contained in the RPTA are
hereby ratified and confirmed in all respects and that the RPTA remains in full
force and effect in accordance with its terms.
SECTION 3. MISCELLANEOUS
3.1 Each of the Providers represents and warrants that no unwaived event
has occurred and is continuing which constitutes an Event of Termination, a
Group-Wide Event of Termination or a Servicer Termination Event or would
constitute such an Event of Termination, Group-Wide Event of Termination or
Servicer Event of Termination but for the requirement that notice be given or
time elapse or both.
3.2 The terms "Agreement", "hereof", "herein" and similar terms as used in
the RPTA shall mean and refer to, from and after the effectiveness of this
Amendment No. 1, the RPTA as amended by this Amendment No. 1, and as it may in
the future be amended, restated, modified or supplemented from time to time in
accordance with its terms. Except as specifically agreed herein, the RPTA is
hereby ratified and confirmed and shall remain in full force and effect in
accordance with its terms.
3.3 THIS AMENDMENT NO. 1 SHALL, 1N ACCORDANCE WITH SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES THEREOF
THAT WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
3.4 This Amendment No. 1 may be executed in counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same agreement.
3.5 Delivery of an executed counterpart of a signature page by telecopier shall
be effective as delivery of a manually executed counterpart.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
45422410.1
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
PROVIDERS: NATIONAL MEDICAL HEALTH CARD
SYSTEMS, INC., a corporation organized
under the laws of the State of Delaware
By: /s/Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title:CFO
PHARMACY ASSOCIATES, INC.
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title:CFO
INTERCHANGE PMP, INC.
By: /s/Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title:CFO
SPECIALTY PHARMACY CARE, INC.
By: /s/Xxxxx Xxxxxxx
------------------------------------
Name:Xxxxx Xxxxxxx
Title:CFO
CENTRUS CORPORATION f/k/a
HSL ACQUISITION CORP.
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name:Xxxxx Xxxxxxx
Title: CFO
PSCNY IPA, INC.
By: /s/ Xxxxx Xxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxx
Title: CFO
NMHCRX CONTRACTS, INC.
By: /s/ Xxxxx Xxxxxxx
-----------------------------------
Name: Xxxxx Xxxxxxx
Title:CFO
PURCHASER: NMHC FUNDING, LLC
By: National Medical Health Card
Systems, Inc., a corporation
organized under the laws of the
State of Delaware
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: CFO
PRIMARY SERVICER: NATIONAL MEDICAL HEALTH
CARD SYSTEMS, INC.
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name:Xxxxx Xxxxxxx
Title: CFO
CONSENTED TO:
HFG HEALTHCO-4 LLC
By: HFG Healthco-4, Inc., a member
By: /s/Xxxxxxx Xxxxxxxx
Name:Xxxxxxx Xxxxxxxx
Title: Vice President
