AMENDMENT NO. 1
DATED AS OF OCTOBER 31, 1996
to
REVOLVING LOAN AGREEMENT
DATED AS OF NOVEMBER 1, 1995
This amendment No. 1 (this "Amendment"), dated as of October 31, 1996, is
between Express Scripts, Inc. (the "Borrower") and The first National Bank of
Chicago ("the Lender").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lenders are parties to that certain Revolving
Loan Agreement dated as of November 1, 1995 (as heretofore amended, the "Credit
Agreement") and the other Loan Documents referred to therein; and
WHEREAS, the Borrower and the Lenders desire to amend the Credit Agreement
in order to amend certain provisions thereof;
NOW, THEREFORE, in consideration of the premises and the undertakings set
forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
herein shall have the meanings attributed to them in the Credit Agreement.
2. AMENDMENT. The definition of "Termination Date" contained in Section 1.1
of the Credit Agreement is hereby amended by deleting the date "October 31,
1996" contained therein and inserting in lieu thereof the date "October 30,
1997."
3. REPRESENTATIONS AND WARRANTIES. In order to induce the Lenders to enter
into this Amendment, the Borrower hereby represents and warrants to the Lenders
as of the date of this Amendment that:
(a) There exists no Default or Unmatured Default and the execution of this
Amendment shall not create a Default or Unmatured Default.
(b) The representations and warranties contained in Section 4.1 of the
Credit Agreement are true and correct as of the date of this Agreement.
4. LEGAL EXPENSES. The Borrower agrees to reimburse the Lender for
reasonable legal fees and expenses incurred by attorneys for the Lender (who may
be employees of the Lender) in connection with the preparation, negotiation and
consummation of this Amendment and the transactions contemplated herein.
5. RATIFICATION OF CREDIT AGREEMENT. Except as specifically provided
herein, all of the terms and conditions of the Credit Agreement shall remain in
full force and effect and the Credit Agreement as amended hereby is agreed to,
ratified and confirmed by the Borrower and the Lender in all respects.
6. MISCELLANEOUS.
(a) This Amendment may be executed in counterparts and by the different
parties hereto on separate counterparts each of which, when so executed and
delivered, shall be deemed an original, and all of which taken together shall
constitute one and the same agreement.
(b) This Amendment shall be effective as of the date first above written;
PROVIDED, THAT, the Lender has received executed counterparts of this Amendment
from the Borrower and the Lender.
IN WITNESS WHEREOF, the Borrower and the Lender have executed this
Amendment as of the date first above written.
EXPRESS SCRIPTS, INC.
By:___________________________
Title:________________________
THE FIRST NATIONAL BANK OF CHICAGO
By:____________________________
Title:_________________________
