Amendment No. 15 to the Amended and Restated Operations and Settlement Agreement among Caremark Rx, Inc., MedPartners Provider Network, Inc., and the California Department of Corporations

Summary

This amendment updates the existing Operations and Settlement Agreement between Caremark Rx, Inc. (formerly MedPartners, Inc.), MedPartners Provider Network, Inc., the Commissioner of the California Department of Corporations, and a Special Monitor-Examiner. The amendment changes deadlines for filing objections to certain claims and extends a key date in the agreement. All other terms of the original agreement remain unchanged. The amendment is effective as of April 30, 2000, and may be executed in counterparts, including by facsimile.

EX-2.1 2 ex2-1.txt AMENDMENT NO. 15 1 EXHIBIT 2.1 AMENDMENT NO. 15 TO THE AMENDED AND RESTATED OPERATIONS AND SETTLEMENT AGREEMENT This Amendment No. 15 ("Amendment") to the Amended and Restated Operations and Settlement Agreement, as amended, (the "Agreement") is entered into as of April 30, 2000, among the Commissioner of the Department of Corporations of the State of California (the "Commissioner" acting for himself and the Department of Corporations of the State of California (collectively, the "State")), J. Mark Abernathy, as Special Monitor-Examiner, Caremark Rx, Inc., a Delaware corporation f/k/a MedPartners, Inc., and its successors and assigns ("MedPartners") and MedPartners Provider Network, Inc., a California corporation ("MPN"), as a debtor and debtor in possession in the Bankruptcy Case. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement. RECITALS WHEREAS, the parties entered into the Agreement as of June 16, 1999; and WHEREAS, the parties have previously entered into Amendments Nos. 1 through 14 to the Agreement. NOW THEREFORE, in consideration of the mutual covenant and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: AGREEMENT 1. The second sentence of Subsection 3.8(b) of the Agreement is hereby deleted and replaced with the following sentence: "All objections to pre-petition Claims, other than any pre-petition Claim (a) asserted by any Plan, or (b) that is the subject of a settlement agreement agreed to by the claimant, shall be filed by May 1, 2000." 2. Section 13.2 of the Agreement is hereby amended by deleting "May 1, 2000" and inserting in its place "June 1, 2000." 3. The Agreement shall remain unchanged in all other respects. 4. This Amendment may be executed in one or more counterparts each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same agreement. Delivery of an executed counterpart of this Amendment by facsimile shall be equally effective as delivery of an original executed counterpart of this Amendment. 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment to be executed as of the date first above written. CAREMARK RX, INC. a Delaware corporation By /s/ EDWARD L. HARDIN, JR. ------------------------------------- Name: Edward L. Hardin, Jr. Title: EVP & General Counsel MEDPARTNERS PROVIDER NETWORK, INC., a California corporation By /s/ DON GARNER ------------------------------------- Name: Don Garner Title: Corporate Secretary COMMISSIONER OF THE DEPARTMENT OF CORPORATIONS By /s/ WILLIAM KENEFICK ------------------------------------- Name: William Kenefick Title: Acting Commissioner of the Department of Corporations J. MARK ABERNATHY, as Special Monitor-Examiner and not individually By /s/ J. MARK ABERNATHY ------------------------------------- Name: J. Mark Abernathy Title: J. Mark Abernathy, as Special Monitor-Examiner 2