1
EXHIBIT 10.2
AMENDMENT NO. 18 TO THE LOAN DOCUMENTS
AMENDMENT NO. 18 TO THE LOAN DOCUMENTS dated as of May 2, 2000 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,
Amendment and Waiver No. 4 to the Loan Documents dated as of March 18, 1999,
Amendment and Waiver No. 5 to the Loan Documents dated as of April 1, 1999,
Amendment No. 6 to the Loan Documents dated as of April 14, 1999, Amendment No.
7 to the Loan Documents dated as of June 29, 1999, Amendment No. 8 to the Loan
Documents dated as of August 2, 1999, Amendment No. 9 to the Loan Documents
dated as of August 16, 1999, Amendment No. 10 to the Loan Documents dated as of
August 23, 1999, Amendment No. 11 to the Loan Documents dated as of August 30,
1999, Amendment No. 12 to the Loan Documents dated as of September 14, 1999,
Amendment No. 13 to the Loan Documents dated as of November 5, 1999, Amendment
No. 14 to the Loan Documents dated as of December 16, 1999, Amendment No. 15 to
the Loan Documents dated as of January 20, 2000, Amendment No. 16 to the Loan
Documents dated as of February 3, 2000, and Amendment No. 17 to the Loan
Documents dated as of April 10, 2000, (the "CREDIT AGREEMENT") among Caremark
Rx, Inc. (formerly known as MedPartners, Inc.), a Delaware corporation (the
"BORROWER"), the Lenders party thereto, Bank of America, N.A. (formerly
NationsBank, N.A.; "BOFA"), as the Initial Issuing Bank and the Swing Line Bank
thereunder, Credit Lyonnais New York Branch, The First National Bank of Chicago
and Xxxxxx Guaranty Trust Company of New York, as the Syndication Agents
therefor, Banc of America Securities LLC (formerly NationsBanc Xxxxxxxxxx
Securities LLC), as the Arranger therefor, and BofA, as the Administrative Agent
for the Lender Parties thereunder. Capitalized terms not otherwise defined in
this Amendment have the same meanings as specified therefor in the Credit
Agreement.
PRELIMINARY STATEMENTS
(1) The Borrower has requested that the Lender Parties agree to amend
the Credit Agreement as provided herein in order to increase the aggregate
amount of cash and noncash charges that are permitted to be excluded from the
determination of the Consolidated EBITDA of the Borrower and its Subsidiaries
for all Fiscal Quarters ending on or after December 31, 1998 as a result of the
reclassification of certain physician practice management businesses of the
Borrower and its Subsidiaries as "discontinued operations."
(2) The Lender Parties have indicated their willingness to agree to
amend the Credit Agreement and to waive such default 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 hereby agree as follows:
SECTION 1. Amendments of Certain Provisions of the Credit Agreement.
The Credit Agreement is, upon the occurrence of the Amendment Effective Date
(as hereinafter defined), hereby amended as follows:
(a) Paragraph (1) of Schedule II to the Credit Agreement is hereby
amended (i) to delete the figure "$233,453,000" in subclause (x) thereof and to
substitute therefor the figure
2
"$431,453,000" and (ii) to delete the figure "$1,351,490,000" in subclause (y)
thereof and to substitute therefor the figure "$1,549,490,000."
SECTION 2. Conditions Precedent to the Effectiveness of this
Amendment. This Amendment shall become effective as of the date hereof if on or
before May 2, 2000, each of the following conditions have been satisfied (such
date when the conditions are satisfied being the "AMENDMENT EFFECTIVE DATE"):
(a) The Administrative Agent shall have received on or before
5:00 p.m. (Charlotte time) on May 2, 2000, (i) counterparts of this
Amendment executed by the Borrower and the Required Lenders or, as to
any of the Lender Parties, advice satisfactory to the Administrative
Agent that such Lender Party has executed this Amendment, (ii)
counterparts of the Consent attached hereto executed and delivered by
each of the Loan Parties (other than the Borrower) and (iii) for the
benefit of each Lender Party that has executed this Amendment on or
before 5:00 p.m. (Charlotte time) on May 2, 2000, a fee from the
Borrower in an amount equal to 0.15% of the aggregate Commitment of
such Lender Party, in each case as of the Business Day immediately
preceding the Amendment Effective Date, which amount will be
distributed to the respective Lender Party no later than the Business
Day immediately succeeding the Amendment Effective Date.
(b) The representations and warranties set forth in each of
the Loan Documents shall be correct in all material respects on and as
of the Amendment Effective Date, before and after giving effect to this
Amendment, 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 Amendment Effective Date, 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
Amendment Effective Date 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 Amendment Effective Date).
(c) No event shall have occurred and be continuing, or shall
result from the effectiveness of this Amendment, that constitutes a
Default.
(d) All of the reasonable fees and expenses of the
Administrative Agent and the Arranger (including the reasonable fees
and expenses of counsel for the Administrative Agent) due and payable
on or before the Amendment Effective Date shall have been paid in full.
The effectiveness of this Amendment is further conditioned upon the
accuracy of all of the factual matters described herein. This Amendment is
subject to the provisions of Section 8.01 of the Credit Agreement.
SECTION 3. Reference to and Effect on the Loan Documents. (a) On and
after the Amendment Effective Date, 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
2
3
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 amended by the amendments specifically provided above in Section
1, are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. 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 of the Guaranteed Parties or the
Administrative Agent under any of the Loan Documents, or constitute a waiver of
any provision of any of the Loan Documents.
SECTION 4. Costs and Expenses. The Borrower hereby agrees to pay, 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 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 5. 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 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 6. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
3
4
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 written above.
THE BORROWER
CAREMARK RX, INC.
(formerly known as MEDPARTNERS, INC.)
By /s/ XXXXX X. XXXXXXXXX, XX.
----------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President and COO
THE ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A.
By /s/ XXXXXXX X. XXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
4
5
CONSENT TO AMENDMENT NO. 18 TO THE LOAN DOCUMENTS
As of May 2, 2000
Reference is made to Amendment No. 18 to the Loan Documents dated as of
May 2, 2000 (the "AMENDMENT") 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, Amendment and Waiver No. 4 to the Loan Documents
dated as of March 18, 1999, Amendment and Waiver No. 5 to the Loan Documents
dated as of April 1, 1999, Amendment No. 6 to the Loan Documents dated as of
April 14, 1999, Amendment No. 7 to the Loan Documents dated as of June 29, 1999,
Amendment No. 8 to the Loan Documents dated as of August 2, 1999, Amendment No.
9 to the Loan Documents dated as of August 16, 1999, Amendment No. 10 to the
Loan Documents dated as of August 23, 1999, Amendment No. 11 to the Loan
Documents dated as of August 30, 1999, Amendment No. 12 to the Loan Documents
dated as of September 14, 1999, Amendment No. 13 to the Loan Documents dated as
of November 5, 1999, Amendment No. 14 to the Loan Documents dated as of December
16, 1999, Amendment No. 15 to the Loan Documents dated as of January 20, 2000,
Amendment No. 16 to the Loan Documents dated as of February 3, 2000, and
Amendment No. 17 to the Loan Documents dated as of April 10, 2000, the "CREDIT
AGREEMENT") among Caremark Rx, Inc. (formerly known as MedPartners, Inc.), a
Delaware corporation, the Lenders party thereto, Bank of America, N.A. (formerly
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 Xxxxxx
Guaranty Trust Company of New York, as the Syndication Agents therefor, Banc of
America Securities LLC (formerly NationsBanc Xxxxxxxxxx Securities LLC), as
Arranger therefor, and Bank of America, N.A. (formerly 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 the performance of the
Credit Agreement, as amended thereby, and hereby confirms and agrees that,
notwithstanding the effectiveness of the Amendment, 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 by the Amendment.
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.
6
THE LENDER PARTIES
BANK OF AMERICA, N.A., as a Lender,
the Swing Line Bank and the Issuing Bank
By /s/ XXXXXXX X. XXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
AMSOUTH BANK
By /s/ XXXX XXXXXXXX
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Commercial Banking Officer
THE CHASE MANHATTAN BANK
By /s/ XXXX XXX XXX
------------------------------------
Name: Xxxx Xxx Xxx
Title: VP
CITIBANK, N.A.
By /s/ XXXX XXXXXX
------------------------------------
Name: Xxxx Xxxxxx
Title: VP
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ XXXXX X. XXXXXXX
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: VP
DEBT STRATEGIES FUND, INC.
By /s/ XXXXXXX X. XXXXXXXX
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title:
5
7
BANK ONE, NA (f/k/a THE FIRST NATIONAL
BANK OF CHICAGO)
By /s/ L. Xxxxxxx Xxxxxxxx
------------------------------------
Name: L. Xxxxxxx Xxxxxxxx
Title: VP
FIRST UNION NATIONAL BANK
By /s/ Xxxxx X. Law
------------------------------------
Name: Xxxxx X. Law
Title: VP
FLOATING RATE PORTFOLIO
BY: INVESCO Senior Secured Management,
Inc., as attorney in fact
By /s/ Xxxxxxx Xxxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title:
KZH HIGHLAND-2 LLC
By /s/ Xxxxx Xxx
------------------------------------
Name: Xxxxx Xxx
Title:
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO, INC.
BY: XXXXXXX XXXXX ASSET
MANAGEMENT L.P., as Investment
Advisor
By /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title:
6
8
XXXXXXX XXXXX GLOBAL INVESTMENT
SERIES: INCOME STRATEGIES PORTFOLIO
BY: XXXXXXX XXXXX ASSET MANAGEMENT,
L.P., as Investment Advisor
By /s/ Xxxxxxx X. Cunniffee
------------------------------------
Name: Xxxxxxx X. Cunniffee
Title:
XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By /s/ Xxxxxxx X. Cunniffee
------------------------------------
Name: Xxxxxxx X. Cunniffee
Title:
XXXXXXX XXXXX PRIME RATE PORTFOLIO
BY: XXXXXXX XXXXX ASSET MANAGEMENT,
L.P., as Investment Advisor
By /s/ Xxxxxxx X. Cunniffee
------------------------------------
Name: Xxxxxxx X. Cunniffee
Title:
ML CBO IV (CAYMAN) LTD.
BY: HIGHLAND CAPITAL MANAGEMENT L.P.,
as Collateral Manager
By /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Senior Portfolio Manager
ML CLO XX PILGRIM AMERICA
(CAYMAN) LTD.
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Asst. VP
7
9
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By
------------------------------------
Name:
Title:
XXX CAPITAL FUNDING, LP
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Sr. Portfolio Manager
PAMCO CAYMAN, LTD.
BY: HIGHLAND CAPITAL MANAGEMENT, L.P.,
as Collateral Manager
By /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Sr. Portfolio Manager
PILGRIM PRIME RATE TRUST
BY: PILGRIM INVESTMENTS, INC.,
as Investment Manager
By /s/ Xxxxx X. Xxxxx
------------------------------------
Name: Xxxxx X. Xxxxx
Title: Asst. VP
SCOTIABANC INC.
By /s/ Xxxx Xxxxxxx
------------------------------------
Name: Xxxx Xxxxxxx
Title: Relationship Manager
8
10
SRV-HIGHLAND, INC.
By /s/ Xxxxx X. Xxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: XX
XXXXX XXX & XXXXXXX INCORPORATED,
as Agent for KEYPORT LIFE
INSURANCE COMPANY
By /s/ Xxxxxxxx X. Xxxx
--------------------------------
Name: Xxxxxxxx X. Xxxx
Title: VP
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxx X. Xxxxx
--------------------------------
Name: Xxxx X. Xxxxx
Title: VP
TRANSAMERICA LIFE INSURANCE AND
ANNUITY CO.
By
--------------------------------
Name:
Title:
TRANSAMERICA PREMIER HIGH YIELD FUND
By
--------------------------------
Name:
Title:
XXX XXXXXX PRIME RATE INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: VP
9
11
XXX XXXXXX SENIOR INCOME TRUST
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: XX
XXX XXXXXX CLO II, LIMITED
BY: XXX XXXXXX MANAGEMENT, INC.,
as Collateral Manager
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: VP
WACHOVIA BANK, N.A.
By
--------------------------------
Name:
Title:
10
12
MEDPARTNERS ACQUISITION CORPORATION
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
MEDPARTNERS AVIATION, INC.
By /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
MEDPARTNERS EAST, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
MEDPARTNERS INTEGRATED NETWORK-
XXXXXXXX, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
MEDPARTNERS PROFESSIONAL
MANAGEMENT CORPORATION
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
HEALTHWAYS, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
2
13
BAY AREA PRACTICE MANAGEMENT GROUP, INC.
By /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
CHS MANAGEMENT, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
CAREMARK INTERNATIONAL INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
CAREMARK INC.
By /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
By /s/ XXXXX XXXXX
------------------------------------
Name: Xxxxx Xxxxx
Title: Treasurer
3
14
PRESCRIPTION HEALTH SERVICES, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
By /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
CAREMARK INTERNATIONAL HOLDINGS INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MEDPARTNERS PHYSICIAN SERVICES INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
FRIENDLY HILLS HEALTHCARE NETWORK INC.
By /s/ XXXX X. XXXXXX
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
MEDPARTNERS NSC LTD.
By /s/ XXXXX X. XXXXXXXXX, XX.
------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
4
15
MEDPARTNERS ADMINISTRATIVE
SERVICES, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MEDPARTNERS MANAGED CARE, INC.
By /s/ XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
ACUTE CARE MEDICAL MANAGEMENT, INC.
By /s/ XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
BGS HEALTHCARE, INC.
By /s/ XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
HOME HEALTH AGENCY OF GREATER
MIAMI, INC.
By /s/ XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
PACIFIC MEDICAL GROUP, INC.
By /s/ XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
5
16
PACIFIC PHYSICIAN SERVICES, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: XXXXX X. XXXXXXXXX, XX.
Title: President & Treasurer
PPS EAST, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: XXXXX X. XXXXXXXXX, XX.
Title: President & Treasurer
PPS NORTH CAROLINA MEDICAL
MANAGEMENT, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: XXXXX X. XXXXXXXXX, XX.
Title: President & Treasurer
PPS RIVERSIDE DIVISION ACQUISITION
AND MANAGEMENT CORP. I
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: XXXXX X. XXXXXXXXX, XX.
Title: President & Treasurer
PPS VALLEY MANAGEMENT, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: XXXXX X. XXXXXXXXX, XX.
Title: President & Treasurer
By /s/ XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
6
17
PACIFIC PHYSICIAN SERVICES
ARIZONA, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: XXXXX X. XXXXXXXXX, XX.
Title: President & Treasurer
PACIFIC PHYSICIAN SERVICES
NEVADA, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: XXXXX X. XXXXXXXXX, XX.
Title: President & Treasurer
PHYSICIAN'S HOSPITAL MANAGEMENT
CORPORATION
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: XXXXX X. XXXXXXXXX, XX.
Title: Vice President & Treasurer
RELIANT HEALTHCARE SYSTEMS, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: XXXXX X. XXXXXXXXX, XX.
Title: President & Treasurer
By /s/ XXXX X. XXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President & Secretary
MEDPARTNERS/XXXXXXX MEDICAL
MANAGEMENT CORPORATION
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------
Name: XXXXX X. XXXXXXXXX, XX.
Title: Vice President & Treasurer
7
18
XXXXXXX MEDICAL MANAGEMENT
CORPORATION
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
XXXXXXX HEALTH SERVICES
CORPORATION
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer
MEDPARTNERS ADMINISTRATION, L.P.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Treasurer
of Caremark Rx, Inc., the General
Partner
MEDPARTNERS PHYSICIAN
MANAGEMENT, L.P.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President of
Caremark Rx, Inc., the General
Partner
MED TENNESSEE, INC.
By /s/ XXXXX X. XXXXXXXXX, XX.
-------------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Treasurer
8
19
MEDPARTNERS PHYSICIAN SERVICES OF
ILLINOIS L.L.C.
By /s/ XXXXX X. XXXXXXXXX, XX.
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Vice President & Treasurer of
North Suburban Clinic, Ltd.,
a Member
CERRITOS INVESTMENT GROUP
By /s/ XXXXX X. XXXXXXXXX, XX.
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Chief
Financial Officer of Caremark
Rx, Inc., a Partner
By /s/ XXXX X. XXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of
Caremark Rx, Inc., a Partner
CERRITOS INVESTMENT GROUP II
By /s/ XXXXX X. XXXXXXXXX, XX.
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: Executive Vice President & Chief
Financial Officer of Caremark
Rx, Inc., a Partner
By /s/ XXXX X. XXXXXX
---------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of Caremark
Rx, Inc., a Partner
9
20
5000 AIRPORT PLAZA, L.P.
By /s/ XXXXX X. XXXXXXXXX, XX.
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx, Xx.
Title: President & Chief Operating
Officer of Caremark Rx, Inc.
the General Partner
By /s/ XXXX X. XXXXXX
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Corporate Secretary of Caremark
Rx, Inc., the General Partner
10