Amendment No. 20 to Amended and Restated Credit Agreement among Caremark Rx, Inc. and Lenders

Summary

This amendment updates the existing credit agreement between Caremark Rx, Inc. and its lenders, including Bank of America and other financial institutions. The amendment modifies certain definitions and terms in the original agreement, particularly relating to the treatment of subordinated debt and the TAPS Indenture. It becomes effective once all required parties sign and certain conditions are met, such as the accuracy of representations and payment of fees. The amendment ensures the credit agreement remains in effect with the updated terms.

EX-10.2 6 g64838ex10-2.txt AMENDMENT AND WAIVER NO.20 1 EXHIBIT 10.2 - -------------------------------------------------------------------------------- AMENDMENT NO. 20 TO THE AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 9, 1998 AMONG CAREMARK RX, INC. (FORMERLY KNOWN AS MEDPARTNERS, INC.) AND THE BANKS PARTY HERETO CLOSING DOCUMENTS - -------------------------------------------------------------------------------- 2 AMENDMENT NO. 20 TO THE LOAN DOCUMENTS AMENDMENT NO. 20 TO THE LOAN DOCUMENTS dated as of August 31, 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, Amendment No. 17 to the Loan Documents dated as of April 10, 2000, Amendment No. 18 to the Loan Documents dated as of May 2, 2000, and Amendment No. 19 to the Loan Documents dated as of August 28, 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 Morgan Guaranty Trust Company of New York, as the Syndication Agents therefor, Banc of America Securities LLC (formerly NationsBanc Montgomery 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 connection with the extension of the maturity date of the Senior Subordinated Notes. (2) The Lender Parties have indicated their willingness to agree to amend the Credit Agreement. 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) Section 1.01 of the Credit Agreement is hereby amended to amend the definition of "Eligible Subordinated Indebtedness" by adding the phrase "or for which an aggregate amount of cash or Cash Equivalents equal to the amount of all principal of and interest on such Indebtedness is held 3 pursuant to an order of a court of competent jurisdiction in connection with litigation relating to the TAPS" at the end thereof. (b) Section 1.01 of the Credit Agreement is hereby further amended to restate the definition of "TAPS Indenture" set forth therein in its entirety as follows: "'TAPS INDENTURE' means the Indenture dated as of September 15, 1997 between the Borrower and PNC Bank, Kentucky, Inc., as trustee, pursuant to which the 6-7/8% senior subordinated notes of the Borrower due 2000 in an aggregate principal amount of $420,000,000 were issued, as the same may be supplemented by the Supplemental Indenture by and between the Borrower and Wells Fargo Bank, N.A., dated as of August 31, 2000, and as such agreement may be amended, supplemented or otherwise modified hereafter from time to time in accordance with the terms thereof, but solely to the extent permitted under the terms of the Loan Documents." SECTION 2. Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall become effective as of the date hereof if on or before August 31, 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 August 31, 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 and (ii) counterparts of the Consent attached hereto executed and delivered by each of the Loan Parties (other than the Borrower). (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. 2 4 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 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 5 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/ Peter Clemens ---------------------------------- Name: Peter Clemens Title: SVP and Treasurer THE ADMINISTRATIVE AGENT BANK OF AMERICA, N.A. By /s/ William D. Duke ---------------------------------- Name: William D. Duke Title: Principal 4 6 THE LENDER PARTIES BANK OF AMERICA, N.A., as a Lender, the Swing Line Bank and the Issuing Bank By /s/ William D. Duke ---------------------------------------- Name: William D. Duke Title: Principal AMSOUTH BANK By ---------------------------------------- Name: Title: THE CHASE MANHATTAN BANK By /s/ Dawn Lee Lum ---------------------------------------- Name: Dawn Lee Lum Title: Vice President CITIBANK, N.A. By ---------------------------------------- Name: Title: CREDIT LYONNAIS NEW YORK BRANCH By /s/ Charles H. Heidsieck ---------------------------------------- Name: Charles H. Heidsieck Title: SVP DEBT STRATEGIES FUND, INC. By ---------------------------------------- Name: Title: 5 7 BANK ONE, NA (f/k/a THE FIRST NATIONAL BANK OF CHICAGO) By ------------------------------------------- Name: Title: FIRST UNION NATIONAL BANK By /s/ KEITH S. LAW ------------------------------------------- Name: Keith S. Law Title: Vice President FLOATING RATE PORTFOLIO BY: INVESCO Senior Secured Management, Inc., as attorney in fact By ------------------------------------------- Name: Title: KZH HIGHLAND-2 LLC By ------------------------------------------- Name: Title: MERRILL LYNCH DEBT STRATEGIES PORTFOLIO, INC. BY: MERRILL LYNCH ASSET MANAGEMENT L.P., as Investment Advisor By ------------------------------------------- Name: Title: 6 8 MORGAN GUARANTY TRUST COMPANY OF NEW YORK By /s/ Anna Marie Fallon ---------------------------- Name: Anna Marie Fallon Title: Vice President PAM 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: SCOTIABANC INC. By /s/ Carolyn A. Calloway ----------------------------------- Name: Carolyn A. Calloway Title: Director 8 9 SRV-HIGHLAND, INC. BY ---------------------------------------- Name: Title: STEIN ROE & FARNHAM INCORPORATED, as Agent for KEYPORT LIFE INSURANCE COMPANY BY /s/ ---------------------------------------- Name: Title: TORONTO DOMINION (TEXAS), INC. BY ---------------------------------------- Name: Title: TRANSAMERICA LIFE INSURANCE AND ANNUITY CO. BY ---------------------------------------- Name: Title: TRANSAMERICA PREMIER HIGH YIELD FUND BY ---------------------------------------- Name: Title: VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. BY /s/ Darvin D. Pierce ---------------------------------------- Name: Darvin D. Pierce Title: Vice President 9 10 VAN KAMPEN SENIOR INCOME TRUST By: Van Kampen Investment Advisory Corp. BY /s/ Darvin D. Pierce ---------------------------------------- Name: DARVIN D. PIERCE Title: VICE PRESIDENT VAN KAMPEN CLO II, LIMITED BY: VAN KAMPEN MANAGEMENT, INC., as Collateral Manager BY /s/ Darvin D. Pierce ---------------------------------------- Name: DARVIN D. PIERCE Title: VICE PRESIDENT WACHOVIA BANK, N.A. BY ---------------------------------------- Name: Title: 10 11 CONSENT TO AMENDMENT NO. 20 TO THE LOAN DOCUMENTS As of August 31, 2000 Reference is made to Amendment No. 20 to the Loan Documents dated as of August 31, 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, Amendment No. 17 to the Loan Documents dated as of April 10, 2000, and Amendment No. 18 to the Loan Documents dated as of May 2, 2000, and Amendment No. 19 to the Loan Documents dated as of August 28, 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 Morgan Guaranty Trust Company of New York, as the Syndication Agents therefor, Banc of America Securities LLC (formerly NationsBanc Montgomery 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. 11 12 MEDPARTNERS ACQUISITION CORPORATION By /s/ JAMES H. DICKERSON, JR. --------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer MEDPARTNERS AVIATION, INC. By /s/ SARA J. FINLEY --------------------------------- Name: Sara J. Finley Title: Vice President & Secretary MEDPARTNERS EAST, INC. By /s/ JAMES H. DICKERSON, JR. --------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer MEDPARTNERS INTEGRATED NETWORK- CHANDLER, INC. By /s/ JAMES H. DICKERSON, JR. --------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer MEDPARTNERS PROFESSIONAL MANAGEMENT CORPORATION By /s/ JAMES H. DICKERSON, JR. --------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer HEALTHWAYS, INC. By /s/ JAMES H. DICKERSON, JR. --------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer 12 13 BAY AREA PRACTICE MANAGEMENT GROUP, INC. By /s/ Sara J. Finley ------------------------------------- Name: Sara J. Finley Title: Vice President & Secretary By /s/ James H. Dickerson, Jr. ------------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer CHS MANAGEMENT, INC. By /s/ James H. Dickerson, Jr. ------------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer CAREMARK INTERNATIONAL INC. By /s/ James H. Dickerson, Jr. ------------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer CAREMARK INC. By /s/ Sara J. Finley ------------------------------------- Name: Sara J. Finley Title: Vice President & Secretary By ------------------------------------- Name: Leisa Kizer Title: Treasurer 13 14 PRESCRIPTION HEALTH SERVICES, INC. By /s/ JAMES H. DICKERSON, JR. ---------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer By /s/ SARA J. FINLEY ---------------------------------- Name: Sara J. Finley Title: Vice President & Secretary CAREMARK INTERNATIONAL HOLDINGS INC. By /s/ JAMES H. DICKERSON, JR. ---------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer MEDPARTNERS PHYSICIAN SERVICES INC. By /s/ JAMES H. DICKERSON, JR. ---------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Secretary FRIENDLY HILLS HEALTHCARE NETWORK INC. By /s/ SARA J. FINLEY --------------------------------- Name: Sara J. Finley Title: Vice President & Treasurer MEDPARTNERS NSC LTD. By /s/ JAMES H. DICKERSON, JR. ---------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer 14 15 MEDPARTNERS ADMINISTRATIVE SERVICES, INC. By /s/ James H. Dickerson, Jr. ------------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer MEDPARTNERS MANAGED CARE, INC. By /s/ Sara J. Finley ------------------------------------- Name: Sara J. Finley Title: Vice President & Secretary ACUTE CARE MEDICAL MANAGEMENT, INC. By /s/ Sara J. Finley ------------------------------------- Name: Sara J. Finley Title: Vice President & Secretary BGS HEALTHCARE, INC. By /s/ Sara J. Finley ------------------------------------- Name: Sara J. Finley Title: Vice President & Secretary HOME HEALTH AGENCY OF GREATER MIAMI, INC. By /s/ Sara J. Finley ------------------------------------- Name: Sara J. Finley Title: Vice President & Secretary PACIFIC MEDICAL GROUP, INC. By /s/ Sara J. Finley ------------------------------------- Name: Sara J. Finley Title: Vice President & Secretary 15 16 PACIFIC PHYSICIAN SERVICES, INC. By /s/ James H. Dickerson, Jr. ------------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer PPS EAST, INC. By /s/ James H. Dickerson, Jr. ------------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer PPS NORTH CAROLINA MEDICAL MANAGEMENT, INC. By /s/ James H. Dickerson, Jr. ------------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer PPS RIVERSIDE DIVISION ACQUISITION AND MANAGEMENT CORP. I By /s/ James H. Dickerson, Jr. ------------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer PPS VALLEY MANAGEMENT, INC. By /s/ James H. Dickerson, Jr. ------------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer By /s/ Sara J. Finley ------------------------------------- Name: Sara J. Finley Title: Vice President & Secretary 16 17 PACIFIC PHYSICIAN SERVICES ARIZONA, INC. By /s/ JAMES H. DICKERSON, JR. ----------------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer PACIFIC PHYSICIAN SERVICES NEVADA, INC. By /s/ JAMES H. DICKERSON, JR. ----------------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer PHYSICIANS' HOSPITAL MANAGEMENT CORPORATION By /s/ JAMES H. DICKERSON, JR. ----------------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer RELIANT HEALTHCARE SYSTEMS, INC. By /s/ JAMES H. DICKERSON, JR. ----------------------------------------- Name: James H. Dickerson, Jr. Title: President & Secretary By /s/ SARA J. FINLEY ----------------------------------------- Name: Sara J. Finley Title: Vice President & Secretary MEDPARTNERS/TALBERT MEDICAL MANAGEMENT CORPORATION By /s/ JAMES H. DICKERSON, JR. ----------------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer 17 18 TALBERT MEDICAL MANAGEMENT CORPORATION BY /s/ James H. Dickerson, Jr. ---------------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer TALBERT HEALTH SERVICES CORPORATION BY /s/ James H. Dickerson, Jr. ---------------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer MEDPARTNERS ADMINISTRATION, L.P. BY /s/ James H. Dickerson, Jr. ---------------------------------------- Name: James H. Dickerson, Jr. Title: Executive Vice President & Treasurer of Caremark Rx, Inc., the General Partner 18 19 MEDPARTNERS PHYSICIAN MANAGEMENT, L.P. By /s/ James H. Dickerson, Jr. ---------------------------------------- Name: James H. Dickerson, Jr. Title: Executive Vice President of Caremark Rx, Inc., the General Partner MED TENNESSEE, INC. By /s/ James H. Dickerson, Jr. ---------------------------------------- Name: James H. Dickerson, Jr. Title: President & Treasurer MEDPARTNERS PHYSICIAN SERVICES OF ILLINOIS L.L.C. By /s/ James H. Dickerson, Jr. ---------------------------------------- Name: James H. Dickerson, Jr. Title: Vice President & Treasurer of North Suburban Clinic, Ltd., a member CERRITOS INVESTMENT GROUP By /s/ James H. Dickerson, Jr. ---------------------------------------- Name: James H. Dickerson, Jr. Title: Executive Vice President & Chief Financial Officer of Caremark Rx, Inc,. a Partner By /s/ Sara J. Finley ---------------------------------------- Name: Sara J. Finley Title: Corporate Secretary of Caremark Rx, Inc., a Partner 19 20 CERRITOS INVESTMENT GROUP II By /s/ JAMES H. DICKERSON, JR. --------------------------------------- Name: James H. Dickerson, Jr. Title: Executive Vice President & Chief Financial Officer of Caremark Rx, Inc., a Partner By /s/ SARA J. FINLEY --------------------------------------- Name: Sara J. Finley Title: Corporate Secretary of Caremark Rx, Inc., a Partner 5000 AIRPORT PLAZA, L.P. By /s/ JAMES H. DICKERSON, JR. --------------------------------------- Name: James H. Dickerson, Jr. Title: Executive Vice President & Chief Financial Officer of Caremark Rx, Inc., the General Partner By /s/ SARA J. FINLEY --------------------------------------- Name: Sara J. Finley Title: Corporate Secretary of Caremark Rx, Inc., the General Partner 20