January 28, 1997
Continental Managed Pharmacy Services, Inc.
Continental Pharmacy, Inc.
Preferred RX, Inc.
Automated Scripts, Inc.
Valley Physicians Services, Inc.
0000 X. Xxxxxx Xxxx
Xxxxxxxx Xxxxxxx, Xxxx 00000
Gentlemen:
Reference is hereby made to that certain letter agreement dated January 24,
1995, as amended and supplemented by that certain Additional Credit Agreement
dated January 23, 1996 (collectively, the "Agreement"), by and between the Bank
and the Borrower. Terms used but not otherwise defined in this letter shall have
the meanings given to such terms in the Agreement and the Loan Documents.
Borrower has requested that Bank extend the Maturity Date of the Master
Revolving Note from February 1, 1997 to May 1, 1997.
Subject to the conditions set forth below, the Bank is willing to grant
such extension with the understanding that it has no further obligation to grant
any additional extensions of the Maturity Date, except on terms agreed to by
Bank in its sole discretion. As conditions to the extension, (i) Borrower shall
execute and deliver an Amended and Restated Master Revolving Note in form and
substance acceptable to the Bank, (ii) Xxxxxxx X. Xxxxxxxxx shall execute a
Reaffirmation of Guaranty in form and substance acceptable to Bank and (iii)
Borrower shall pay to Bank all of the costs and expenses incurred by Bank in
connection with the extension.
Except as modified hereby, all of the terms and conditions of the Agreement
and the Loan Documents shall remain unaffected and in full force and effect.
To confirm your acceptance of the foregoing extension, your affirmation of
all of Borrower's Liabilities to the Bank under the Agreement and the Loan
Documents, and your acknowledgement that as of the date hereof, Borrower does
not have any claim, defense or set-off rights against the Bank of any nature
whatsoever, whether arising in tort, contract or otherwise, please indicate with
the authorized signature of Borrower as provided below.
Very truly yours,
COMERICA BANK
By /s/ Xxxxxxx Xxxxxxx
----------------------------------
Its: Vice President
Acknowledged and agreed to this 28th
day of January, 1997:
CONTINENTAL MANAGED PHARMACY SERVICES, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
-----------------------------
Its: Secretary
CONTINENTAL PHARMACY, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
-----------------------------
Its: Secretary
PREFERRED RX, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
-----------------------------
Its: Secretary
AUTOMATED SCRIPTS, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
-----------------------------
Its: Secretary
VALLEY PHYSICIANS SERVICES, INC.
By: /s/ XXXXXXX X. XXXXXXXXX
-----------------------------
Its: Secretary
