AMENDMENT NO. 1 TO THE CREDIT AGREEMENT
1
EXHIBIT 10.13
AMENDMENT NO. 1 TO
THE CREDIT AGREEMENT
Dated as of October 2, 2000
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT dated as of October 2, 2000
among Advance Paradigm, Inc., a Delaware corporation (the "BORROWER"), the
Subsidiary Guarantors, the Lenders, Bank One, N.A., as Documentation Agent, Bank
of America, N.A., as Collateral Agent and as Administrative Agent, Xxxxxxx
Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as Lead Arranger and as Syndication
Agent and Banc of America Securities LLC as Joint Lead Arranger for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Agents have entered into a Credit
Agreement dated as of October 2, 2000 (as amended, supplemented or otherwise
modified through the date hereof, the "CREDIT AGREEMENT"). Capitalized terms
defined in the Credit Agreement and not otherwise defined in this Amendment are
used herein as therein defined.
(2) The Borrower and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION 1. Amendment. The Credit Agreement is, effective as of the date
hereof and subject to the satisfaction of the conditions precedent set forth in
Section 2 hereof, hereby amended by adding to the end of Section 9.07 a new
subsection (k) as follows:
Further and notwithstanding any other provision set forth in
this Agreement including without limitation clause (j) above, any
Lender Party that is a fund that invests in bank loans may pledge all
or any portion of the Advances owing to it and the Note or Notes, if
any, held by it to the trustee for holders of obligations owed, or
securities issued, by such fund as security for such obligations or
securities; provided, that unless and until such trustee actually
becomes a Lender in compliance with the other provisions of this
Section 9.07, no such pledge shall release the pledging Lender from any
of the rights or obligations of a Lender under the Loan Documents even
thought such trustee may have acquired ownership rights with respect to
the pledged interest through foreclosure or otherwise.
SECTION 2. Conditions of Effectiveness. This Amendment shall become
effective as of the date first above written when, and only when, the
Administrative Agent shall have received counterparts of this Amendment executed
by the Borrower, the Subsidiary Guarantors and the Required Lenders or, as to
any of the Lenders, advice satisfactory to the Administrative Agent that such
Lender and each of the Subsidiary Guarantors have executed this Amendment.
Furthermore this Amendment is subject to the provisions of Section 9.01 of the
Credit Agreement.
2
SECTION 3. Representations and Warranties of the Borrower. The Borrower
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 has occurred and is continuing under the Credit
Agreement, as amended hereby, or would result from this Amendment.
SECTION 4. 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) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, 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.
SECTION 5. Costs, Expenses, Taxes. 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, modification and
amendment of this Amendment, the Notes and the other instruments and documents
to be delivered hereunder (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 6. 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 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
3
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.
ADVANCE PARADIGM, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Name:
Title: Executive Vice President & CFO
SUBSIDIARY GUARANTORS
PCS HOLDING CORPORATION
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
PCS HEALTH SYSTEMS, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
CLINICAL PHARMACEUTICALS, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
PCS MAIL SERVICES, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
PCS SERVICES, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
4
ADVP CONSOLIDATION, L.L.C.
By:
--------------------------------
Title:
FOUNDATION HEALTH
PHARMACEUTICAL SERVICES, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
XXXXXX-XXXXXX NEUROMEDICAL
RESEARCH, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
FIRST FLORIDA INTERNATIONAL
HOLDINGS, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
FFI RX MANAGED CARE, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
FIRST FLORIDA MANAGED CARE, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
5
PCS MAIL SERVICES OF
BIRMINGHAM, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
PCS MAIL SERVICES OF FT. WORTH INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
PCS MAIL SERVICES OF SCOTTSDALE, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
ADVP OPERATIONS, L.P.
By: Advance Paradigm, Inc.
its general partner
By: /s/ [ILLEGIBLE]
----------------------------
Title:
ADVP MANAGEMENT, L.P.
By: Advance Paradigm, Inc.,
its general partner
By: /s/ [ILLEGIBLE]
----------------------------
Title:
ADVANCE XX.XXX, L.P.
By: Advance Paradigm, Inc.
its general partner
By: /s/ [ILLEGIBLE]
----------------------------
Title:
6
INNOVATIVE MEDICAL RESEARCH,
INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
MATURE RX PLUS OF NEVADA, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
AMBULATORY CARE REVIEW
SERVICES, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
PHOENIX COMMUNICATIONS
INTERNATIONAL, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
INNOVATIVE PHARMACEUTICAL
STRATEGIES, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
HMN HEALTH SERVICES, INC.
By: /s/ [ILLEGIBLE]
--------------------------------
Title:
7
BANK OF AMERICA, N.A.
as Administrative Agent, Collateral
Agent and Initial Lender
By:
------------------------------------
Title:
BANK ONE, N.A., as Documentation
Agent
By:
------------------------------------
Title:
XXXXXXX LYNCH, PIERCE, XXXXXX &
XXXXX INCORPORATED, as Syndication
Agent
By:
------------------------------------
Title:
8
LENDERS
XXXXXXX XXXXX CAPITAL
CORPORATION
By:
------------------------------------
Title:
BANK ONE, N.A.
By:
------------------------------------
Title:
CREDIT SUISSE FIRST BOSTON
By:
------------------------------------
Title:
By:
------------------------------------
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
------------------------------------
Title:
FIRST UNION NATIONAL BANK
By:
------------------------------------
Title:
BANK OF CHINA, NEW YORK
BRANCH
By:
------------------------------------
Title:
XXXXXXX XXXXX BANK, FSB
By:
------------------------------------
Title:
9
CIBC INC.
By:
------------------------------------
Title:
THE BANK OF NOVA SCOTIA
By:
------------------------------------
Title:
ERSTE BANK DER
OESTERREICHISCHEN SPARKASSEN
AG - NEW YORK
By:
------------------------------------
Title:
ABBEY NATIONAL TREASURY
SERVICES PLC, LONDON
By:
------------------------------------
Title:
NORTHWOODS CAPITAL II, LIMITED
By: Xxxxxx, Xxxxxx & Co., L.P., as
Collateral Manager
By:
------------------------------------
Title:
CANADIAN IMPERIAL BANK OF
COMMERCE
By:
------------------------------------
Title:
10
ARES LEVERAGED INVESTMENT
FUND, L.P.
By:
------------------------------------
Title:
ARES LEVERAGED INVESTMENT
FUND II, L.P.
By:
------------------------------------
Title:
PROMETHEUS INVESTMENT
FUNDING NO. 1 LTD.
By: CPF Asset Advisory L.P., as
Investment Manager
By:
------------------------------------
Title:
By:
------------------------------------
Title:
CARLYLE HIGH YIELD FUND, L.P.
By:
------------------------------------
Title:
CARLYLE HIGH YIELD PARTNER II,
LTD.
By:
------------------------------------
Title:
BAVARIA TRR CORPORATION
By:
------------------------------------
Title:
11
CARAVELLE INVESTMENT FUND,
L.L.C.
By:
-------------------------------------
Title:
SIERRA CLO I, LTD.
By:
-------------------------------------
Title:
CITADEL HILL 2000 LTD.
By:
-------------------------------------
Title:
FIVE FINANCE CORPORATION
Citibank, N.A. as Additional Investment
Manager for and on behalf of Five Finance
Corporation
By:
-------------------------------------
Title:
TYLER TRADING, INC.
By:
-------------------------------------
Title:
FLEET NATIONAL BANK FOR THE
ACCOUNT OF FLAGSHIP CLO
By:
-------------------------------------
Title:
FOOTHILL INCOME TRUST, L.P.
By FIT GP, LLC, its General Partner
By:
-------------------------------------
Title: Managing Member
12
FRANKLIN CLO I, LIMITED
By:
------------------------------------
Title:
FRANKLIN FLOATING RATE MASTER
SERIES
By:
------------------------------------
Title:
FRANKLIN FLOATING RATE TRUST
By:
------------------------------------
Title:
XXXXXX FINANCIAL, INC.
By:
------------------------------------
Title:
KATONAH I, LTD.
By:
------------------------------------
Title:
NOMURA BOND & LOAN FUND
By:
------------------------------------
Title:
NUVEEN FLOATING RATE FUND
By: Nuveen Senior Loan Asset Management
Inc.
By:
------------------------------------
Title:
NUVEEN SENIOR INCOME FUND
By: Nuveen Senior Loan Asset Management
Inc.
By:
------------------------------------
Title:
00
XX XXX XXX XXXXXXX XX XXXXXXX
(CAYMAN) LTD.
By: Pilgrim Investments, Inc., as its
investment manager
By:
------------------------------------
Title:
ML CLO XV PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc., as its
investment manager
By:
------------------------------------
Title:
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
By: Pilgrim Investments, Inc., as its
investment manager
By:
------------------------------------
Title:
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc., as its
investment manager
By:
------------------------------------
Title:
PILGRIM CLO 1999-1 LTD.
By: Pilgrim Investments, Inc., as its
investment manager
By:
------------------------------------
Title:
14
SEQUILS-PILGRIM I, LTD.
By: Pilgrim Investments, Inc., as its
investment manager
By:
------------------------------------
Title:
OPPENHEIMER SENIOR FLOATING
RATE FUND
By:
------------------------------------
Title:
HARBOURVIEW CDO II, LTD.
By:
------------------------------------
Title:
KZH SHOSHONE LLC
By:
------------------------------------
Title:
APEX (IDM) CDO I, LTD.
By:
------------------------------------
Title:
ELC (CAYMAN) LTD. CDO SERIES
1999-1
By:
------------------------------------
Title:
ELC (CAYMAN) LTD. 2000-1
By:
------------------------------------
Title:
15
KZH WATERSIDE LLC
By:
------------------------------------
Title:
KZH ING-1 LLC
By:
------------------------------------
Title:
KZH ING-2 LLC
By:
------------------------------------
Title:
KZH ING-3 LLC
By:
------------------------------------
Title:
ARCHIMEDES FUNDING IV, LTD
By: ING Capital Advisors LLC, as
Collateral Manager
By:
------------------------------------
Title:
NEMEAN CLO, LTD
By: ING Capital Advisors LLC, as
Investment Manager
By:
------------------------------------
Title:
THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND HOLDINGS, LTD.
By: ING Capital Advisors LLC, as
Investment Manager
By:
------------------------------------
Title:
16
SWISS LIFE US RAINBOW LIMITED
By: ING Capital Advisors LLC, as
Investment Manager
By:
------------------------------------
Title:
MAPLEWOOD (CAYMAN) LIMITED
MASSMUTUAL INVESTMENT ADVISOR
By:
------------------------------------
Title:
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:
------------------------------------
Title:
MASSMUTUAL HIGH YIELD
PARTNERS II, LLC
By:
------------------------------------
Title:
SIMSBURY CLO, LIMITED
By:
------------------------------------
Title:
SUFFIELD CLO, LIMITED
By:
------------------------------------
Title:
WILBRAHAM CBO, LIMITED
By:
------------------------------------
Title:
17
XXXXX, XXX & XXXXXXX, as agent for
KEYPORT LIFE INSURANCE
COMPANY
By:
------------------------------------
Title:
LIBERTY-XXXXX XXX ADVISOR
FLOATING RATE ADVANTAGE FUND
By: Xxxxx Xxx & Xxxxxxx Incorporated, as
Advisor
By:
------------------------------------
Title:
SRF 2000 LLC
By:
------------------------------------
Title:
SRF TRADING, INC.
By:
------------------------------------
Title:
XXXXX XXX FLOATING RATE LIMITED
LIABILITY COMPANY
By:
------------------------------------
Title:
XXX XXXXXX SENIOR INCOME
TRUST
By:
------------------------------------
Title:
XXX XXXXXX CLO I, LIMITED
By:
------------------------------------
Title:
18
XXX XXXXXX CLO II, LIMITED
By:
------------------------------------
Title:
MONY LIFE INSURANCE COMPANY
By:
------------------------------------
Title:
AIMCO CDO SERIES 2000-A
By:
------------------------------------
Title:
ALLSTATE LIFE INSURANCE
COMPANY
By:
------------------------------------
Title:
ARES III CLO LTD.
By: ARES CLO Management LLC
By:
------------------------------------
Title:
XXXXX CLO LTD. 2000-1
By:
------------------------------------
Title:
19
XXXXXX XXXXXXX XXXX XXXXXX
PRIME INCOME TRUST
By:
------------------------------------
Title:
CAPTIVA III FINANCE LTD.
as advised by Pacific Investment
Management Company LLC
By:
------------------------------------
Title:
WINDSOR LOAN FUNDING, LIMITED
By: Xxxxxxxxx Capital Partners LLC, as
its Investment Manager
By:
------------------------------------
Title:
XXXXXXXXX/RMF TRANSATLANTIC
CDO, LTD.
By: Xxxxxxxxx Capital Partners LLC, as
its Collateral Manager
By:
------------------------------------
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By:
------------------------------------
Title:
20
XXXXX XXXXX CDO III, LTD.
By: Xxxxx Xxxxx Management, as
Investment Advisor
By:
------------------------------------
Title:
XXXXX XXXXX INSTITUTIONAL
SENIOR LOAN FUND
By: Xxxxx Xxxxx Management, as
Investment Advisor
By:
------------------------------------
Title:
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management, as
Investment Advisor
By:
------------------------------------
Title:
XXXXX XXXXX SENIOR INCOME
TRUST
By: Xxxxx Xxxxx Management, as
Investment Advisor
By:
------------------------------------
Title:
FIRST DOMINION FUNDING II
By:
------------------------------------
Title:
FIRST DOMINION FUNDING III
By:
------------------------------------
Title:
21
SANKATY HIGH YIELD PARTNERS II,
L.P.
By:
------------------------------------
Title:
XXXXX POINT II CBO 2000-1-LTD.
By:
------------------------------------
Title:
GREAT POINT CLO 1999-1 LTD.
By:
------------------------------------
Title:
FLEET NATIONAL BANK AS
TRUST ADMINISTRATOR FOR LONG
LANE MASTER TRUST IV
By:
------------------------------------
Title:
