Exhibit 10.1

 

June 19, 2015

 

Diplomat Pharmacy, Inc., 
 as Borrower, and the other

Credit Parties

4100 S. Saginaw Street

Flint, Michigan 18507

Attention:  Sean Whelan,

Chief Financial Officer

Facsimile: (810) 282-0195

 

Re:                             Diplomat Pharmacy, Inc. — 
 Consent to Acquisition of Burman’s Apothecary, L.L.C and AmerisourceBergen Lien Amendment

 

Ladies and Gentlemen:

 

Reference is made to the Second Amended and Restated Credit Agreement dated as of April 1, 2015 (as amended, the “Credit Agreement”), by and among Diplomat Pharmacy, Inc., a Michigan corporation (“Borrower”), the other Credit Parties party thereto, and General Electric Capital Corporation, a Delaware corporation, in its capacity as agent (in such capacity, “Agent”) for the several financial institutions from time to time party thereto.  Capitalized terms used in this letter and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

 

Borrower has advised Agent and the Lenders that it intends to acquire 100% of the membership interests of Burman’s Apothecary, L.L.C., a Pennsylvania limited liability company (“Burman’s”) and its subsidiaries, pursuant to that certain Membership Interest Purchase Agreement (as may be amended, restated, supplemented or otherwise modified in accordance with the terms of the Credit Agreement, as defined herein, the “Burman’s Purchase Agreement”) dated as of June 19, 2015, by and among Borrower, Burman’s, Burman’s Media Pharmacy, LLC, a Pennsylvania limited liability company, PharmTrack, LLC, a Nevada limited liability company, SLB Holdings, Inc. and Steven L. Burman, John R. Regester, and Cassandra Peleckis (the “Burman’s Acquisition”).  The total consideration payable is $82,000,000 (as increased by pre-closing purchase price adjustments for a tax gross up to sellers (estimated at approximately $800,000) and cash on hand, and subject to a net working capital adjustment), of which $72,000,000 (subject to such adjustments) is payable in cash and $10,000,000 is payable in common Stock of Borrower.

 

Pursuant to the definition of “Permitted Acquisition”, the total consideration paid or payable (including without limitation, all transaction costs, Indebtedness incurred, assumed and/or reflected on a consolidated balance sheet of the Credit Parties and their Subsidiaries after giving effect to such Acquisition and the maximum amount of all deferred payments, including Contingent Acquisition Consideration for all Acquisitions consummated after the Closing Date during any Fiscal Year shall not exceed $75,000,000 in the aggregate for all such Acquisitions (the “Permitted Acquisition Fiscal Year Cap”).  Borrower has informed the Agent and the Lenders that the total consideration paid or payable pursuant to the Burman’s Acquisition will 

 











 

cause the total consideration paid or payable for all Acquisitions consummated after the Closing Date during the Fiscal Year ending December 31, 2015 to exceed the Permitted Acquisition Fiscal Year Cap for the Fiscal Year ending December 31, 2015.

 

In addition, Borrower has requested that Section 5.1(p) of the Credit Agreement with respect to Liens in favor of AmerisourceBergen be amended and restated as follows (the “AmerisourceBergen Lien Amendment”):

 

“(p) Liens in favor of AmerisourceBergen or any of its Affiliates that are from time to time party to the AmerisourceBergen Intercreditor Agreement (including by amendment or joinder) securing the AmerisourceBergen Indebtedness, subject to the AmerisourceBergen Intercreditor Agreement; and”

 

Effective as of the date hereof, upon execution of this letter agreement by the Agent, the Required Lenders and the Credit Parties and subject to the prior satisfaction of all conditions specified in the definition of “Permitted Acquisition” as set forth in the Credit Agreement, other than the Permitted Acquisition Fiscal Year Cap for the Fiscal Year ending December 31, 2015, in reliance upon the representations and warranties of the Credit Parties set forth in the Credit Agreement and notwithstanding any provisions in the Credit Agreement to the contrary, the Agent and the Lenders party hereto hereby (i) waive compliance with the Permitted Acquisition Fiscal Year Cap for the Fiscal Year ending December 31, 2015 solely with respect to the Burman’s Acquisition and (ii) consent to and approve the AmerisourceBergen Lien Amendment and authorize the Agent, on behalf of the Required Lenders, if it deems appropriate, to execute an amendment to further memorialize such AmerisourceBergen Lien Amendment.  In addition, Credit Parties hereby acknowledge and agree that upon consummation of the Burman’s Acquisition, no further Permitted Acquisitions may occur in the current Fiscal Year without first obtaining the prior written consent of the Agent and Required Lenders, and that the aggregate consideration paid in respect of the Burman’s Acquisition will reduce dollar-for-dollar the aggregate amount available during the remainder of the term of the Credit Agreement.

 

Except to the extent specifically set forth herein, this letter shall not constitute an amendment or waiver by Agent or any Lender of any provisions of the Credit Agreement or any other Loan Document, and all of the provisions of the Credit Agreement and the other Loan Documents shall remain in full force and effect to the extent in effect prior to the date hereof.  This letter may be executed in any number of several counterparts, each of which shall be an original, but all of which shall constitute one and the same letter agreement.  Delivery of an executed counterpart of a signature page to this letter by facsimile transmission shall be effective as delivery of a manually executed counterpart thereof.  This letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York applicable to contracts made and performed in such state, without regard to the principles thereof regarding conflict of laws.

 

[signature pages follow]

 











 

	
 
    	
GENERAL   ELECTRIC CAPITAL CORPORATION, as Agent, Swingline Lender and as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Karen M. Dahlquist
    
	
 
    	
Name:
    	
Karen   M. Dahlquist
    
	
 
    	
Title:
    	
Duly   Authorized Signatory
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
GE CAPITAL BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Paul Sleet
    
	
 
    	
Name:
    	
Paul   Sleet
    
	
 
    	
Title:
    	
Duly   Authorized Signatory
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
COMERICA   BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael H. Cliff
    
	
 
    	
Name:
    	
Michael   H. Cliff
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
JPMORGAN   CHASE BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Wieslaw R. Sliwinski
    
	
 
    	
Name:
    	
Wieslaw   R. Sliwinski
    
	
 
    	
Title:
    	
Authorized   Signatory
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
WELLS   FARGO BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Scott Sanford
    
	
 
    	
Name:
    	
Scott   Sanford
    
	
 
    	
Title:
    	
Duly   Authorize Signatory
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Lori Ryan
    
	
 
    	
Name:
    	
Lori   Ryan
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
CAPITAL   ONE, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Clarke V. Bayless
    
	
 
    	
Name:
    	
Clarke   V. Bayless
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
CREDIT   SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michaela Kenny
    
	
 
    	
Name:
    	
Michaela   Kenny
    
	
 
    	
Title:
    	
Authorized   Signatory
    


 

Signature Page to Consent Letter — June 2015

 












 

	
 
    	
FIFTH   THIRD BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Nathaniel E. Sher
    
	
 
    	
Name:
    	
Nathaniel   E. Sher
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
FIRSTMERIT   BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   John Zimbo
    
	
 
    	
Name:
    	
John   Zimbo
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
FLAGSTAR   BANK, FSB,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Elizabeth K. Hausman
    
	
 
    	
Name:
    	
Elizabeth   K. Hausman
    
	
 
    	
Title:
    	
First   Vice President
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
THE   HUNTINGTON NATIONAL BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Michael D. Marte
    
	
 
    	
Name:
    	
Michael   D. Marte
    
	
 
    	
Title:
    	
Senior   Vice President
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
TALMER   BANK AND TRUST,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peggy Cummins
    
	
 
    	
Name:
    	
Peggy   Cummins
    
	
 
    	
Title:
    	
Managing   Director
    


 

Signature Page to Consent Letter — June 2015

 











 

	
ACKNOWLEDGED   AND AGREED:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
DIPLOMAT   PHARMACY, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Philip R. Hagerman
    
	
 
    	
 
    	
Name:    Philip R. Hagerman
    
	
 
    	
 
    	
Title:    Chief Executive Officer
    
	
 
    	
 
    	
 
    
	
 
    	
DIPLOMAT HEALTH SERVICES, LLC
    
	
 
    	
DIPLOMAT SPECIALTY PHARMACY OF   FLINT, LLC
    
	
 
    	
DIPLOMAT SPECIALTY PHARMACY OF GRAND RAPIDS, LLC
    
	
 
    	
DIPLOMAT SPECIALTY PHARMACY OF CHICAGO, LLC
    
	
 
    	
DIPLOMAT SPECIALTY PHARMACY OF FT. LAUDERDALE,   LLC
    
	
 
    	
DIPLOMAT SPECIALTY PHARMACY OF SOUTHERN   CALIFORNIA, LLC
    
	
 
    	
DIPLOMAT SPECIALTY PHARMACY GREAT LAKES   DISTRIBUTION CENTER, LLC
    
	
 
    	
DIPLOMAT CORPORATE PROPERTIES,   LLC
    
	
 
    	
 
    
	
 
    	
By: Diplomat   Pharmacy, Inc., its member
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Philip R. Hagerman
    
	
 
    	
Name:
    	
Philip R. Hagerman
    
	
 
    	
Title:
    	
Chief Executive Officer
    
	
 
    	
 
    
	
 
    	
NAVIGATOR HEALTH SERVICES, LLC
    
	
 
    	
DSP FLINT REAL ESTATE, LLC
    
	
 
    	
DSP-BUILDING C, LLC
    
	
 
    	
DIPLOMAT INFUSION SERVICES, LLC
    
	
 
    	
DIPLOMAT HOLDING, LLC
    
	
 
    	
DIPLOMAT HEALTH MANAGEMENT, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Philip R. Hagerman
    
	
 
    	
Name:
    	
Philip R. Hagerman
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
AMERICAN HOMECARE   FEDERATION, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
/s/ Jeff Rowe
    
	
 
    	
Name:
    	
Jeff Rowe
    
	
 
    	
Title:
    	
President
    


 

Signature Page to Consent Letter — June 2015

 











 

	
 
    	
MEDPRO RX, INC.
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeffrey Rowe
    
	
 
    	
Name:
    	
Jeffrey Rowe
    
	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
AMBASSADOR COMPOUNDING, LLC
    
	
 
    	
ENVOY HEALTH MANAGEMENT, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeffrey Rowe
    
	
 
    	
Name:
    	
Jeffrey Rowe
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BIORX, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Jeffrey Rowe
    
	
 
    	
Name:
    	
Jeffrey Rowe
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
DIPLOMAT BLOCKER, INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Gary Kadlec
    
	
 
    	
Name:
    	
Gary Kadlec
    
	
 
    	
Title:
    	
President
    


 

Signature Page to Consent Letter —June 2015