FOUR FISCAL QUARTER PERIOD THAT INCLUDES THE DISTRIBUTION BUSINESS
TRIGGER DATE, THE AMOUNT (IF ANY) BY WHICH (X) $4,500,000 EXCEEDS (Y) THE
POSITIVE AMOUNT (IF ANY) BY WHICH THE PORTION OF CONSOLIDATED EBITDA FOR SUCH
FOUR FISCAL QUARTER PERIOD ATTRIBUTABLE TO THE DISTRIBUTION BUSINESS EXCEEDS
$13,500,000."
(E)
BY INSERTING THE WORDS "HOLDINGS FLOATING RATE NOTES DOCUMENTS," AFTER THE
WORDS "NOTES DOCUMENTS," IN CLAUSE (E) OF THE DEFINITION OF "CHANGE IN CONTROL".
(F)
BY REPLACING "AND (V)" IN THE DEFINITION OF "FUNDED DEBT" WITH ", (V) THE
AGGREGATE PRINCIPAL AMOUNT OF THE ADDITIONAL PHYSICIAN NOTES OUTSTANDING ON SUCH
DATE AND (VI)".
(G)
BY REPLACING "OR (III)" IN CLAUSE (C) OF THE DEFINITION OF THE TERM
"PREPAYMENT EVENT" WITH ", (III)" AND INSERTING AT THE END OF SUCH
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CLAUSE (C) "(IV) ANY ISSUANCE BY HOLDINGS OF EQUITY INTERESTS TO MANAGEMENT,
EMPLOYEES OR CONSULTANTS OF HOLDINGS, THE BORROWER OR ANY SUBSIDIARY PURSUANT TO
A STOCK OPTION OR STOCK PURCHASE PLAN, BENEFIT PLAN OR EMPLOYMENT AGREEMENT OR
SIMILAR AGREEMENT APPROVED BY THE BORROWER'S BOARD OF DIRECTORS".
(H)
BY INSERTING THE WORDS "AND, FOR PURPOSES OF ARTICLE III, THE HOLDINGS
FLOATING RATE NOTES AND ANY ADDITIONAL PHYSICIAN NOTES" AFTER THE WORDS "SENIOR
SUBORDINATED NOTES" IN THE DEFINITION OF THE TERM "TRANSACTIONS".
SECTION 2. AMENDMENT TO SECTION 3.16.
SECTION 3.16 IS HEREBY AMENDED BY
REPLACING "AND (III)" IN CLAUSE (C) THEREOF WITH ", (III) THE DOCUMENTATION
GOVERNING ANY ADDITIONAL PHYSICIAN NOTES AND (IV)".
SECTION 3. AMENDMENT TO SECTION 6.01.
SECTION 6.01(A) IS HEREBY AMENDED BY
(A) DELETING "AND" AT THE END OF CLAUSE (XVIII), (B) REPLACING THE PERIOD AT THE
END OF CLAUSE (XIX) WITH A SEMICOLON AND (C) INSERTING THE FOLLOWING AT THE END
THEREOF:
"(xx) in the case of Holdings, the Holdings Floating Rate Notes; and
(xxi) Additional Physician Notes; provided that (A) the aggregate principal
amount of Additional Physician Notes issued pursuant to this clause (xxi) shall
not exceed $50,000,000 (excluding any additional principal amounts resulting
from pay-in-kind interest), (B) such notes shall be issued in connection with an
Additional Physician Affiliation, (C) the Borrower and the Subsidiaries are in
compliance on a Pro Forma Basis with the Financial Performance Covenants
recomputed as of the last day of the most recently ended fiscal quarter of the
Borrower for which financial statements are available and (D) no Default has
occurred and is continuing or would result therefrom."
SECTION 4. AMENDMENT TO SECTION 6.03.
SECTION 6.03(C) IS HEREBY AMENDED BY
INSERTING A NEW SENTENCE AT THE END THEREOF AS FOLLOWS: "NOTWITHSTANDING THE
FOREGOING, HOLDINGS SHALL BE PERMITTED TO ENTER INTO TRANSACTIONS, ENGAGE IN
ACTIVITIES AND MAINTAIN ASSETS OR INCUR LIABILITIES IN RESPECT OF THE HOLDINGS
FLOATING RATE NOTES, ANY QUALIFIED SPONSOR NOTES, ANY QUALIFIED PREFERRED STOCK,
THE LONG TERM INCENTIVE PLAN OR SWAP AGREEMENTS RELATED TO INDEBTEDNESS OF
HOLDINGS PERMITTED HEREUNDER."
SECTION 5. AMENDMENT TO SECTION 6.04.
SECTION 6.04 IS HEREBY AMENDED AS
FOLLOWS:
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(A) IN CLAUSE (XV), BY DELETING "(A) $5,000,000 IN ANY FISCAL YEAR AND (B)".
(B) BY (I)