Exhibit 10.2

 

August 27, 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 Sale of Compounding Business

 

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, as a portion of its business, is engaged in the business of pharmacy compounding, whereby compounded medications are made based on a practitioner’s prescription in which individual ingredients are mixed together in the exact strength and dosage form required by an individual patient’s specific need (the “Non-Core Specialty Compounding Business”).  Borrower has advised Agent and the Lenders that it intends to sell certain assets and rights related solely to the Non-Core Specialty Compounding Business, including patient files, formularies of sterile and non-sterile compounds, marketing materials, telephone numbers and fax numbers (collectively, the “Disposed Assets”), pursuant to an Asset Purchase Agreement (the “Purchase Agreement”) between Restore Partners, LLC, a Florida limited liability company (the “Buyer”) and the Borrower (the “Asset Sale”).

 

The aggregate consideration for the Purchased Assets is expected to be $18.00 per prescription with respect to “Seller-Generated Accounts” during the two-year period commencing on the closing date of the Asset Sale and such consideration will be paid by Buyer on a quarterly basis (the “Deferred Consideration”), with no consideration paid on the closing date (other than the assumption of certain liabilities by the Buyer).  “Seller-Generated Accounts” are sales from (i) Borrower’s existing customers for which patient files are transferred to Buyer or (ii) prescriptions received by Buyer via Borrower’s telephone numbers, fax numbers, websites, etc. that constitute the Disposed Assets.

 











 

Pursuant to Section 5.2 of the Credit Agreement, the Borrower, the other Credit Parties and their Subsidiaries may not, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property or enter into any agreement to do any of the foregoing, except as specifically permitted therein.  The Borrower has informed the Agent and the Lenders that the Asset Sale, including the nature and timing of the Deferred Consideration, is not permitted under Section 5.2 of the Credit Agreement, absent consent of the Required Lenders, and has requested that the Agent and Required Lenders consent to the Asset Sale and, to the extent constituting an Investment under Section 5.4 of the Credit Agreement, the Deferred Consideration received from the Asset Sale.

 

Effective as of the date hereof, upon execution of this letter agreement by the Agent, the Required Lenders and the Credit Parties, and receipt by Agent of a true, correct and complete copy of the Purchase Agreement, 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 consent to and approve the Asset Sale and, to the extent constituting an Investment under Section 5.4 of the Credit Agreement, the Deferred Consideration received from the Asset Sale.

 

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 or electronic 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 — August 2015

 











 

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


 

Signature Page to Consent Letter — August 2015

 











 

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


 

Signature Page to Consent Letter — August 2015

 











 

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


 

Signature Page to Consent Letter — August 2015

 











 

	
 
    	
MUFG   Union Bank, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   R. Cassandra Bolz
    
	
 
    	
Name:
    	
R.   Cassandra Bolz
    
	
 
    	
Title:
    	
Authorized   Signatory
    


 

Signature Page to Consent Letter — August 2015

 











 

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


 

Signature Page to Consent Letter — August 2015

 











 

	
 
    	
BANK   OF AMERICA, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Linda Alto
    
	
 
    	
Name:
    	
Linda   Alto
    
	
 
    	
Title:
    	
SVP
    


 

Signature Page to Consent Letter — August 2015

 











 

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


 

Signature Page to Consent Letter — August 2015

 












 

	
 
    	
CITIZENS   BANK, N.A.,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Cheryl Carangelo
    
	
 
    	
Name:
    	
Cheryl   Carangelo
    
	
 
    	
Title:
    	
Managing   Director
    


 

Signature Page to Consent Letter — August 2015

 











 

	
 
    	
CREDIT   SUISSE AG, CAYMAN ISLANDS
   BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Christopher Day
    
	
 
    	
Name:
    	
Christopher   Day
    
	
 
    	
Title:
    	
Authorized   Signatory
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   D. Andrew Maletta
    
	
 
    	
Name:
    	
D.   Andrew Maletta
    
	
 
    	
Title:
    	
Authorized   Signatory
    


 

Signature Page to Consent Letter — August 2015

 











 

	
 
    	
DEUTSCHE   BANK AG NEW YORK
   BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   MichaelWinters
    
	
 
    	
Name:
    	
Michael   Winters
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
DEUTSCHE   BANK AG NEW YORK
   BRANCH, as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Marcus M. Tarkington
    
	
 
    	
Name:
    	
Marcus   M. Tarkington
    
	
 
    	
Title:
    	
Director
    


 

Signature Page to Consent Letter — August 2015

 











 

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


 

Signature Page to Consent Letter — August 2015

 











 

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


 

Signature Page to Consent Letter — August 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 — August 2015

 











 

	
 
    	
THE   HUNTINGTON NATIONAL BANK,
    
	
 
    	
as   a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   David Tholt
    
	
 
    	
Name:
    	
David   Tholt
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Consent Letter — August 2015

 











 

	
 
    	
MORGAN   STANLEY SENIOR FUNDING,
   INC., as a Lender
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Allen Chang
    
	
 
    	
Name:
    	
Allen   Chang
    
	
 
    	
Title:
    	
Vice   President
    


 

Signature Page to Consent Letter — August 2015

 












 

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


 

Signature Page to Consent Letter — August 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/   Jeffrey Rowe
    
	
 
    	
Name:
    	
Jeffrey   Rowe
    
	
 
    	
Title:
    	
President
    


 

Signature Page to Consent Letter — August 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
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
DIPLOMAT BLOCKER, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gary Kadlec
    
	
 
    	
Name:
    	
Gary   Kadlec
    
	
 
    	
Title:
    	
President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BIORX, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Jeffrey Rowe
    
	
 
    	
Name:
    	
Jeffrey   Rowe
    
	
 
    	
Title:
    	
Manager
    
	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
BURMAN’S APOTHECARY, L.L.C.
    
	
 
    	
BURMAN’S MEDIA PHARMACY, LLC
    
	
 
    	
PHARMTRACK, LLC
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/   Gary Kadlec
    
	
 
    	
Name:
    	
Gary   Kadlec
    
	
 
    	
Title:
    	
President and Treasurer
    


 

Signature Page to Consent Letter — August 2015