IS HEREBY AMENDED BY
(A) REPLACING "OR" IN CLAUSE (A) WITH A COMMA AND INSERTING AT THE END OF
CLAUSE (A) "OR ANY HOLDINGS FLOATING RATE NOTES DOCUMENT" AND (B) INSERTING THE
WORDS "OR ANY ADDITIONAL PHYSICIAN NOTES" IN CLAUSE (B) AFTER THE WORDS
"PHYSICIAN NOTES".
SECTION 11. AMENDMENT TO SECTION 6.14.
SECTION 6.14 IS HEREBY AMENDED BY
INSERTING A NEW CLAUSE (C) AS FOLLOWS: "NOTWITHSTANDING THE FOREGOING, THE
BORROWER SHALL BE PERMITTED TO MAKE CAPITAL EXPENDITURES IN CONNECTION WITH THE
DISTRIBUTION BUSINESS DURING THE FISCAL YEAR ENDED DECEMBER 31, 2005 IN
AGGREGATE AMOUNT NOT TO EXCEED $15,000,000 IN ADDITION TO THE CAPITAL
EXPENDITURES PERMITTED BY CLAUSES (A) AND (B) ABOVE."
SECTION 12. REPRESENTATIONS AND WARRANTIES.
HOLDINGS AND THE BORROWER REPRESENT
AND WARRANT TO THE ADMINISTRATIVE AGENT AND TO EACH OF THE LENDERS THAT:
(A)
THIS AMENDMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY HOLDINGS
AND THE BORROWER AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF
HOLDINGS AND THE BORROWER, ENFORCEABLE AGAINST HOLDINGS AND THE BORROWER IN
ACCORDANCE WITH ITS TERMS, SUBJECT TO APPLICABLE BANKRUPTCY, INSOLVENCY,
REORGANIZATION, MORATORIUM OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY
AND SUBJECT TO GENERAL PRINCIPLES OF EQUITY, REGARDLESS OF WHETHER CONSIDERED IN
A PROCEEDING IN EQUITY OR AT LAW;
6
(B)
AFTER GIVING EFFECT TO THIS AMENDMENT, THE REPRESENTATIONS AND WARRANTIES
SET FORTH IN ARTICLE III OF THE CREDIT AGREEMENT ARE TRUE AND CORRECT IN ALL
MATERIAL RESPECTS (EXCEPT TO THE EXTENT ANY SUCH REPRESENTATION OR WARRANTY IS
QUALIFIED BY "MATERIALLY," "MATERIAL ADVERSE EFFECT" OR A SIMILAR TERM, IN WHICH
CASE SUCH REPRESENTATION AND WARRANTY SHALL BE TRUE AND CORRECT IN ALL RESPECTS)
ON AND AS OF THE DATE HEREOF WITH THE SAME EFFECT AS IF MADE ON AND AS OF THE
DATE HEREOF, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES EXPRESSLY
RELATE TO AN EARLIER DATE (IN WHICH CASE SUCH REPRESENTATIONS AND WARRANTIES
WERE TRUE AND CORRECT (OR TRUE AND CORRECT IN ALL MATERIAL RESPECTS, AS THE CASE
MAY BE) AS OF SUCH EARLIER DATE); AND
(C)
AFTER GIVING EFFECT TO THIS AMENDMENT, NO DEFAULT HAS OCCURRED AND IS
CONTINUING.
SECTION 13. CONDITIONS TO EFFECTIVENESS.
THIS AMENDMENT SHALL BECOME EFFECTIVE
WHEN (A) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED COUNTERPARTS OF THIS
AMENDMENT THAT, WHEN TAKEN TOGETHER, BEAR THE SIGNATURES OF HOLDINGS, THE
BORROWER AND THE REQUIRED LENDERS AND (B) THE REPRESENTATIONS AND WARRANTIES SET
FORTH IN SECTION 12 HEREOF ARE TRUE AND CORRECT (AS SET FORTH ON AN OFFICER'S
CERTIFICATE DELIVERED TO THE ADMINISTRATIVE AGENT).
SECTION 14. CREDIT AGREEMENT.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THIS
AMENDMENT SHALL NOT BY IMPLICATION OR OTHERWISE LIMIT, IMPAIR, CONSTITUTE A
WAIVER OF, OR OTHERWISE AFFECT THE RIGHTS AND REMEDIES OF THE LENDERS, THE
AGENTS, THE ISSUING BANK, HOLDINGS, THE BORROWER OR ANY OTHER LOAN PARTY UNDER
THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND SHALL NOT ALTER, MODIFY,
AMEND OR IN ANY WAY AFFECT ANY OF THE TERMS, CONDITIONS, OBLIGATIONS, COVENANTS
OR AGREEMENTS CONTAINED IN THE CREDIT AGREEMENT OR ANY OTHER LOAN