EXHIBIT 10.33
EXECUTION COPY
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Amendment and Waiver No. 5 to the Loan Documents
AMENDMENT AND WAIVER dated as of April 1, 1999 to the Amended and
Restated Credit Agreement dated as of June 9, 1998 (as amended and otherwise
modified by Amendment and Waiver No. 1 to the Loan Documents dated as of
December 4, 1998, Amendment No. 2 to the Loan Documents dated as of January 13,
1999, Amendment No. 3 to the Loan Documents dated as of February 9, 1999 and
Amendment and Waiver No. 4 to the Loan Documents dated as of March 18, 1999, the
"Credit Agreement") among MedPartners, Inc., a Delaware corporation (the
"Borrower"), the Lenders party thereto, NationsBank, N.A., as the Initial
Issuing Bank and the Swing Line Bank thereunder, Credit Lyonnais New York
Branch, The First National Bank of Chicago and ▇▇▇▇▇▇ Guaranty Trust Company of
New York, as the Syndication Agents therefor, NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities
LLC, as the Arranger therefor, and NationsBank, N.A., as the Administrative
Agent for the Lender Parties thereunder. Capitalized terms not otherwise
defined in this Amendment and Waiver have the same meanings as specified
therefor in the Credit Agreement.
Preliminary Statements
(1) The Borrower has requested that the Required Lenders confirm their
agreement made on a conference call held on the date of this Amendment and
Waiver with the Borrower, the Agents and the Lender Parties (a) to amend Section
5.03(c) of the Credit Agreement to permit the Consolidated financial statements
of the Borrower and its Subsidiaries for the Fiscal Year ended December 31, 1998
required to be delivered thereunder, and the reports, statements and other
documentation of the independent public accountants of the Borrower required to
be delivered together with such Consolidated financial statements, to be
delivered to the Administrative Agent and the Lender Parties no later than April
15, 1999 and (b) to waive, solely for and during the period ending on April 15,
1999, the Events of Default under Section 6.01(c) of the Credit Agreement that
have occurred and are continuing as a result of any Contingent Obligations of
the Borrower incurred thereby prior to the Amendment No. 2 Effective Date which
guarantee outstanding leasehold obligations of various Excluded Subsidiaries.
(2) The Required Lenders hereby confirm their agreement to the
amendment and the waiver described above in Preliminary Statement (1) on the
terms and subject to the satisfaction of the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements contained herein and in the Loan Documents, the parties
hereto have agreed as follows:
SECTION 1. Amendment of Certain Provisions of the Credit Agreement.
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Section 5.03(c) of the Credit Agreement is, so long as the conditions set forth
in Section 3 hereof have been satisfied, amended to delete the phrase "within 95
days after the end of each Fiscal Year" in the first and second lines thereof
and to substitute therefor the following new language:
"no later than April 15, 1999 in the case of the Fiscal Year ended December
31, 1998 and within 95 days after the end of each Fiscal Year in the case
of each Fiscal Year thereafter".
SECTION 2. Conditional Waiver of Certain Provisions of the Credit
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Agreement. Any and all Events of Default under Section 6.01(c) of the Credit
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Agreement that have occurred and are continuing as a result of any Contingent
Obligations of the Borrower incurred thereby prior to the Amendment No. 2
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Effective Date which guarantee outstanding leasehold obligations of various
Excluded Subsidiaries are, so long as the conditions set forth in Section 3
hereof have been satisfied and solely for and during the period ending on April
15, 1999 (the "Waiver Termination Date"), waived by the Lender Parties. On the
Waiver Termination Date, without any further action by or notice to or from any
Agent or any Lender Party, all of the terms and provisions set forth in the Loan
Documents with respect to the Events of Default under Section 6.01(c) of the
Credit Agreement that are waived under this Section 2 and not modified or
further waived prior to such time shall be and become in full force and effect,
and the Agents and the other Guaranteed Parties shall have all of the rights and
remedies afforded to them under the Loan Documents with respect to any and all
such Events of Default as though no waiver had been granted under this
Section 2.
SECTION 3. Conditions Precedent to the Effectiveness of this
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Amendment and Waiver. This Amendment and Waiver shall have become effective as
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of the date hereof so long as each of the following conditions precedent shall
have been satisfied:
(a) The representations and warranties set forth in each of the Loan
Documents shall be correct in all material respects on and as of the date
hereof, after giving effect to this Amendment and Waiver, as though made on
and as of such date (except (i) for any such representation and warranty
that, by its terms, refers to a specific date other than the date hereof,
in which case as of such specific date, (ii) that the Consolidated
financial statements of the Borrower and its Subsidiaries referred to in
Sections 4.01(f) and 4.01(g) of the Credit Agreement shall be deemed to
refer to the Consolidated financial statements of the Borrower and its
Subsidiaries comprising part of the Required Financial Information most
recently delivered to the Administrative Agent and the Lender Parties
pursuant to Sections 5.03(b) and 5.03(c), respectively, on or prior to the
date hereof and (iii) that the forecasted Consolidated financial statements
of the Borrower and its Subsidiaries referred to in Section 4.01(h) of the
Credit Agreement shall be deemed to refer to the forecasted Consolidated
financial statements of the Borrower and its Subsidiaries most recently
delivered to the Administrative Agent and the Lender Parties prior to the
date hereof).
(b) No event shall have occurred and be continuing, or shall result
from the effectiveness of this Amendment and Waiver, that constitutes a
Default other than the Events of Default expressly waived under Section 2
hereof.
The effectiveness of this Amendment and Waiver is further conditioned upon the
accuracy of all of the factual matters described herein and in the presentation
of the Borrower to the Agents and the Lender Parties on the conference call held
therewith on the date hereof regarding the terms of this Amendment and Waiver.
This Amendment and Waiver is subject to the provisions of Section 8.01 of the
Credit Agreement.
SECTION 4. Reference to and Effect on the Loan Documents. (a) On
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and after the date hereof, 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 and otherwise modified by this Amendment and
Waiver.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, except to the extent of the amendments and other modifications
specifically provided above, are and shall continue to
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be in full force and effect and are hereby in all respects ratified and
confirmed. The execution, delivery and effectiveness of this Amendment and
Waiver shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of any of the Guaranteed Parties 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 and Expenses. The Borrower hereby agrees to pay,
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upon demand, all of the reasonable costs and expenses of the Administrative
Agent and the Arranger (including, without limitation, the reasonable fees and
expenses of counsel for the Administrative Agent) in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Amendment and Waiver and all of the agreements, instruments and other
documents delivered or to be delivered in connection herewith, all in accordance
with the terms of Section 8.04 of the Credit Agreement.
SECTION 6. Execution in Counterparts. This Amendment and Waiver may
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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 one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment and Waiver by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment and Waiver.
SECTION 7. Governing Law. This Amendment and Waiver shall be
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governed by, and construed in accordance with, the laws of the State of New
York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver to be executed by their respective officers, thereunto duly authorized,
as of the date first written above.
THE BORROWER
MEDPARTNERS, INC.
By______________________________
Name:
Title:
THE ADMINISTRATIVE AGENT
NATIONSBANK, N.A.
By______________________________
Name:
Title:
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THE LENDER PARTIES
NATIONSBANK, N.A., as a Lender,
the Swing Line Bank and the Issuing Bank
By______________________________
Name:
Title:
AMSOUTH BANK
By______________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By______________________________
Name:
Title:
THE CHASE MANHATTAN BANK
By______________________________
Name:
Title:
CREDIT LYONNAIS NEW YORK BRANCH
By______________________________
Name:
Title:
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DEBT STRATEGIES FUND, INC.
By______________________________
Name:
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By______________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By______________________________
Name:
Title:
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured Management,
Inc., as attorney in fact
By______________________________
Name:
Title:
KZH HIGHLAND-2 LLC
By______________________________
Name:
Title:
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▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ &
▇▇▇▇▇ INCORPORATED
By______________________________
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ DEBT STRATEGIES
PORTFOLIO, INC.
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET
MANAGEMENT L.P., as Investment Advisor
By______________________________
Name:
Title:
▇▇▇▇▇▇▇ ▇▇▇▇▇ GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
BY: ▇▇▇▇▇▇▇ ▇▇▇▇▇ ASSET MANAGEMENT, L.P.,
as Investment Advisor
By______________________________
Name:
Title:
ML CBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By______________________________
Name:
Title:
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ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By______________________________
Name:
Title:
▇▇▇▇▇▇ GUARANTY TRUST COMPANY OF NEW YORK
By______________________________
Name:
Title:
▇▇▇ CAPITAL FUNDING, LP
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By______________________________
Name:
Title:
PAMCO CAYMAN, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By______________________________
Name:
Title:
PILGRIM PRIME RATE TRUST
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By______________________________
Name:
Title:
-▇-
▇▇▇▇▇▇▇▇, N.A.
By______________________________
Name:
Title:
SCOTIABANC INC.
By______________________________
Name:
Title:
▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ INCORPORATED,
as Agent for KEYPORT LIFE INSURANCE
COMPANY
By______________________________
Name:
Title:
TORONTO DOMINION (TEXAS), INC.
By______________________________
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
By______________________________
Name:
Title:
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▇▇▇ ▇▇▇▇▇▇ SENIOR INCOME TRUST
By
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Name:
Title:
▇▇▇ ▇▇▇▇▇▇ CLO II, LIMITED
BY: ▇▇▇ ▇▇▇▇▇▇ MANAGEMENT, INC.,
as Collateral Manager
By
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Name:
Title:
WACHOVIA BANK, N.A.
By
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Name:
Title:
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SRV-HIGHLAND, INC.
By______________________________
Name:
Title:
Consent to Amendment and waiver No. 5
to the Loan Documents
As of April 1, 1999
Reference is made to Amendment and Waiver No. 5 to the Loan Documents
dated as of April 1, 1999 (the "Amendment and Waiver") to the Amended and
Restated Credit Agreement dated as of June 9, 1998 (as amended and otherwise
modified by Amendment No. 1 to the Loan Documents dated as of December 4, 1998,
Amendment No. 2 to the Loan Documents dated as of January 13, 1999, Amendment
No. 3 to the Loan Documents dated as of February 9, 1999 and Amendment and
Waiver No. 4 to the Loan Documents dated as of March 18, 1999, the "Credit
Agreement") among MedPartners, Inc., a Delaware corporation, the Lenders party
thereto, NationsBank, N.A., as the Initial Issuing Bank and Swing Line Bank
thereunder, Credit Lyonnais New York Branch, The First National Bank of Chicago
and ▇▇▇▇▇▇ Guaranty Trust Company of New York, as the Syndication Agents
therefor, NationsBanc ▇▇▇▇▇▇▇▇▇▇ Securities LLC, as Arranger therefor, and
NationsBank, N.A., as the Administrative Agent for the Lender Parties
thereunder. Capitalized terms not otherwise defined herein shall have the same
meanings as specified therefor in the Credit Agreement.
Each of the undersigned, as a guarantor under the Subsidiaries
Guarantee dated as of June 9, 1998 (as modified to the date hereof, the
"Subsidiaries Guarantee") in favor of the Guaranteed Parties, hereby consents to
the execution and delivery of the Amendment and Waiver and the performance of
the Credit Agreement, as amended and otherwise modified thereby, and hereby
confirms and agrees that, notwithstanding the effectiveness of the Amendment and
Waiver, the Subsidiaries Guarantee is, and shall continue to be, in full force
and effect and is hereby in all respects ratified and confirmed, except that
each reference in the Subsidiaries Guarantee 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 and
otherwise modified by the Amendment and Waiver.
This Consent 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 one and the same Consent. Delivery of an executed counterpart of a
signature page to this Consent by telecopier shall be effective as delivery of a
manually executed counterpart of this Consent.
This Consent shall be governed by, and construed in accordance with,
the laws of the State of New York.
MEDGP, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
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MEDPARTNERS ACQUISITION CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
MEDPARTNERS AVIATION, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
MEDPARTNERS EAST, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
GEORGIA MEDPARTNERS MANAGEMENT,
INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
MEDPARTNERS-TEXAS, INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Title: President & CEO
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MEDPARTNERS INTEGRATED NETWORK-▇▇▇▇▇▇▇▇,
INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
MEDPARTNERS PROFESSIONAL
MANAGEMENT CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
ADS HEALTH MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
HEALTHWAYS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
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BAY AREA PRACTICE MANAGEMENT
GROUP, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
CHS MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
CAREMARK INTERNATIONAL INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
CAREMARK INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Treasurer
CAREMARK PHYSICIAN SERVICES OF TEXAS INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
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PRESCRIPTION HEALTH SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
STRATEGIC HEALTHCARE MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
CAREMARK INTERNATIONAL HOLDINGS INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
MEDPARTNERS PHYSICIAN SERVICES INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
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CAREMARK RESOURCES CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
FRIENDLY HILLS HEALTHCARE
NETWORK INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
NORTH SUBURBAN CLINIC LTD.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
INPHYNET MEDICAL MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
INPHYNET ADMINISTRATIVE SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
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INPHYNET MANAGED CARE, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
ACUTE CARE MEDICAL MANAGEMENT, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
BGS HEALTHCARE, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
HEALTH SERVICES OF PEMBROKE LAKES, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
HOME HEALTH AGENCY OF GREATER MIAMI, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
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MEDPARTNERS MEDICAL MANAGEMENT, INC.
(Formerly know as INPHYNET MANAGED CARE
CONTRACTING SERVICES, INC.)
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
INPHYNET MANAGED CARE CONTRACTING SERVICES
OF CENTURY VILLAGE, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
INPHYNET MANAGED CARE OF SOUTH BROWARD, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
INPHYNET MEDICAL MANAGEMENT OF OHIO, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
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▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
LFMG, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
PACIFIC MEDICAL GROUP, INC.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
PACIFIC PHYSICIAN SERVICES, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PPS EAST, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
-10-
PPS NORTH CAROLINA MEDICAL
MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PPS RIVERSIDE DIVISION ACQUISITION
AND MANAGEMENT CORP. I
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PPS VALLEY MANAGEMENT, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
PPS INDEMNITY, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PACIFIC PHYSICIAN SERVICES
ARIZONA, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
-11-
PACIFIC PHYSICIAN SERVICES
NEVADA, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
PHYSICIANS' HOSPITAL MANAGEMENT
CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
RELIANT HEALTHCARE SYSTEMS, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary
MEDPARTNERS/▇▇▇▇▇▇▇ MEDICAL
MANAGEMENT CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
-12-
▇▇▇▇▇▇▇ MEDICAL MANAGEMENT
CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
▇▇▇▇▇▇▇ HEALTH SERVICES
CORPORATION
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer
MEDPARTNERS ADMINISTRATION, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer of
MedGP, Inc.
MEDPARTNERS PHYSICIAN MANAGEMENT, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer of
MedGP, Inc.
MEDOHIO, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer of
MedPartners Acquisition Corporation
-13-
MEDTEN, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer of
MedPartners Acquisition Corporation
MEDTEX, L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: President & Treasurer of
MedPartners Acquisition Corporation
MEDPARTNERS PHYSICIAN SERVICES OF ILLINOIS
L.L.C.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer of
North Suburban Clinic, Ltd.
CERRITOS INVESTMENT GROUP
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Chief
Financial Officer of MedPartners,
Inc.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of
MedPartners, Inc.
-14-
CERRITOS INVESTMENT GROUP II
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Chief
Financial Officer of MedPartners,
Inc.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of
MedPartners, Inc.
FAMILY MEDICAL CENTER
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President & Secretary of
Pacific Medical Group, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇.▇.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Executive Vice President & Chief
Financial Officer of MedPartners,
Inc.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Corporate Secretary of
MedPartners, Inc.
KS-PSI OF TEXAS L.P.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President & Treasurer of
Caremark Physician Services
of Texas, Inc.
