Exhibit 10.3
FOURTH AMENDMENT TO AMENDED AND RESTATED
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment"), is made and entered into as of December 31, 2004, among CURATIVE
HEALTH SERVICES, INC., a Minnesota corporation formerly known as Curative
Holding Co. ("Holdings"), EBIOCARE.COM, INC., a Delaware corporation
("eBioCare"), HEMOPHILIA ACCESS, INC., a Tennessee corporation ("Hemophilia
Access"), APEX THERAPEUTIC CARE, INC., a California corporation ("Apex"), CHS
SERVICES, INC., a Delaware corporation ("CHS"), CURATIVE HEALTH SERVICES OF NEW
YORK, INC., a New York corporation ("CHSNY"), OPTIMAL CARE PLUS, INC., a
Delaware corporation ("Optimal Care"),
INFINITY INFUSION, LLC, a Delaware
limited liability company ("Infinity"), INFINITY INFUSION II, LLC, a Delaware
limited liability company ("Infinity II"), INFINITY INFUSION CARE, LTD., a Texas
limited partnership ("Infinity Infusion"), MEDCARE, INC., a Delaware corporation
("Medcare"), CURATIVE PHARMACY SERVICES, INC., a Delaware corporation ("CPS"),
CURATIVE HEALTH SERVICES CO., a Minnesota corporation formerly known as Curative
Health Services, Inc. ("CHSC"), CRITICAL CARE SYSTEMS, INC., a Delaware
corporation ("CCS") (Holdings, eBioCare, Hemophilia Access, Apex, CHS, CHSNY,
Optimal Care, Infinity, Infinity II, Infinity Infusion, Medcare, CPS, CHSC and
CCS are sometimes collectively referred to herein as the "Borrowers" and
individually as a "Borrower"), CURATIVE HEALTH SERVICES III CO., a Minnesota
corporation, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
("GE Capital"), as Agent and Lender.
Statement of Facts
A.
BORROWERS AND GE CAPITAL ARE PARTIES TO
THAT CERTAIN AMENDED AND RESTATED CREDIT AGREEMENT, DATED APRIL 23, 2004, AS
AMENDED BY (I) THAT CERTAIN FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT AND COLLATERAL DOCUMENTS DATED AS OF MAY 3, 2004, (II) THAT CERTAIN
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 30,
2004 AND (III) THAT CERTAIN THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT
AGREEMENT DATED AS OF OCTOBER 20, 2004 (AS SO AMENDED, THE "CREDIT AGREEMENT";
CAPITALIZED TERMS USED BUT NOT DEFINED IN THIS AMENDMENT HAVE THE MEANINGS GIVEN
IN THE CREDIT AGREEMENT, AS AMENDED BY THIS AMENDMENT), WHEREBY THE LENDERS HAVE
MADE AVAILABLE A REVOLVING CREDIT FACILITY AND OTHER FINANCIAL ACCOMMODATIONS TO
BORROWERS, SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE CREDIT
AGREEMENT.
B.
THE PARTIES HERETO DESIRE TO ENTER INTO
THIS AMENDMENT TO AMEND CERTAIN PROVISIONS OF THE CREDIT AGREEMENT AS PROVIDED
FOR HEREIN.
Statement of Terms
NOW THEREFORE, in consideration of the premises and mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1.
Amendments to Credit Agreement.
Subject
to the terms and conditions of this Amendment, including without limitation
Section 3 hereof, the Credit Agreement is hereby amended as follows:
(A)
SECTION 7.15 OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY DELETING SUCH SECTION IN ITS ENTIRETY AND SUBSTITUTING IN LIEU
THEREOF THE FOLLOWING NEW SECTION TO READ IN ITS ENTIRETY AS FOLLOWS:
Section 7.15. Total Leverage Ratio.
The Borrowers shall not permit the Total
Leverage Ratio as of the last day of any Fiscal Quarter to be greater than