EXHIBIT 10.22
AMENDMENT NO. 2, dated as of June 30, 2003 ("Amendment No. 2") to the
Receivables Purchase and Transfer Agreement, dated as of January 29, 2002 (as
amended, restated, supplemented, or otherwise modified from time to time, 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.
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, 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 Exhibit I to the RPTA is hereby amended to add the following definition
thereto in the appropriate alphabetical order:
"Availability" means, at any date of determination, the amount of the
difference between (i) the Borrowing Limit (as defined in the Loan Agreement)
and (ii) the Lender Debt (as defined in the Loan Agreement).
1.2 Paragraph (bb) of Exhibit V to the RPTA is hereby amended in its
entirety and the following shall be substituted therefor:
(bb) The ratio of (i) Current Assets plus
Availability to (ii) Current Liabilities is
less than 1.00 calculated at any time from
June 30, 2003 until the Facility Termination
Date.
SECTION 2. MISCELLANEOUS
2.1 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.
2.2 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. 2, the RPTA as amended by this Amendment No. 2, 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.
2.3 THIS AMENDMENT NO. 2 SHALL, IN 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.
2.4 This Amendment No. 2 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.
2.5 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]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 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
