Amendment No. 1 to Credit Agreement

EX-10.13 8 d88685ex10-13.txt AMENDMENT NO. 1 TO 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, Merrill Lynch, Pierce, Fenner & Smith 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: BAUMEL-EISNER 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 RX.COM, 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: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Syndication Agent By: ------------------------------------ Title: 8 LENDERS MERRILL LYNCH 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: RAYMOND JAMES 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: Angelo, Gordon & 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: HELLER 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: 13 ML CLO XII PILGRIM OF AMERICA (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 STEIN, ROE & FARNHAM, as agent for KEYPORT LIFE INSURANCE COMPANY By: ------------------------------------ Title: LIBERTY-STEIN ROE ADVISOR FLOATING RATE ADVANTAGE FUND By: Stein Roe & Farnham Incorporated, as Advisor By: ------------------------------------ Title: SRF 2000 LLC By: ------------------------------------ Title: SRF TRADING, INC. By: ------------------------------------ Title: STEIN ROE FLOATING RATE LIMITED LIABILITY COMPANY By: ------------------------------------ Title: VAN KAMPEN SENIOR INCOME TRUST By: ------------------------------------ Title: VAN KAMPEN CLO I, LIMITED By: ------------------------------------ Title: 18 VAN KAMPEN 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: TRYON CLO LTD. 2000-1 By: ------------------------------------ Title: 19 MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST By: ------------------------------------ Title: CAPTIVA III FINANCE LTD. as advised by Pacific Investment Management Company LLC By: ------------------------------------ Title: WINDSOR LOAN FUNDING, LIMITED By: Stanfield Capital Partners LLC, as its Investment Manager By: ------------------------------------ Title: STANFIELD/RMF TRANSATLANTIC CDO, LTD. By: Stanfield Capital Partners LLC, as its Collateral Manager By: ------------------------------------ Title: SENIOR DEBT PORTFOLIO By: Boston Management and Research, as Investment Advisor By: ------------------------------------ Title: 20 EATON VANCE CDO III, LTD. By: Eaton Vance Management, as Investment Advisor By: ------------------------------------ Title: EATON VANCE INSTITUTIONAL SENIOR LOAN FUND By: Eaton Vance Management, as Investment Advisor By: ------------------------------------ Title: OXFORD STRATEGIC INCOME FUND By: Eaton Vance Management, as Investment Advisor By: ------------------------------------ Title: EATON VANCE SENIOR INCOME TRUST By: Eaton Vance 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: BRANT 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: