Amm. No. 4 To Loan & Security Agreement

EXHIBIT 10.1


AMENDMENT NO. 4


DATED AS OF DECEMBER 3, 1999


TO


LOAN AND SECURITY AGREEMENT


AS AMENDED


DATED AS OF JUNE 5, 1997


AMONG


ACCREDO HEALTH, INCORPORATED AND ITS SUBSIDIARIES


AND


BANK OF AMERICA, N.A.,


FIRST TENNESSEE BANK NATIONAL ASSOCIATION


AND


BROWN BROTHERS HARRIMAN & CO.


AND


BANK OF AMERICA, N.A., AS AGENT


2


TABLE OF CONTENTS


Page


1. Definitions..............................................................................................1


2. Amendments to Agreement..................................................................................1


3. Representations and Warranties...........................................................................2
3.1. Incorporation...................................................................................2
3.2. Due Authorization, No Conflicts, Etc............................................................2
3.3. Due Execution, Etc..............................................................................3


4. Conditions Precedent.....................................................................................3
4.1. Conditions Precedent to Effectiveness of Amendment No. 4........................................3


5. Effectiveness of Amendment No. 4.........................................................................4


6. Closing..................................................................................................4


7. Governing Law, Etc.......................................................................................4


8. Section Titles and Table of Contents.....................................................................4


9. Waiver of Jury Trial.....................................................................................4


10. Counterparts.............................................................................................5


11. Agreement to Remain in Effect............................................................................5


3


AMENDMENT NO. 4 dated as of December 3, 1999 under and to that certain Loan and Security Agreement dated as of June 5, 1997 as amended by Amendment No. 1 dated August 28, 1998, as further amended by Amendment No. 2 dated March 1, 1999, and as further amended by Amendment No. 3 dated as of October 14, 1999 (collectively, the "Agreement"), among Accredo Health, Incorporated (formerly Nova Holdings, Inc.), a Delaware corporation (the "Borrower"); the Guarantors, jointly and severally; each of the undersigned Banks (in such capacity, the "Banks"), and Bank of America, N.A. (successor to NationsBank, N.A.), as Agent for the Banks (in such capacity, the "Agent").


W I T N E S S E T H :


WHEREAS, the Borrower, the Guarantors (other than Sunrise Health Management, Inc.), the Banks and the Agent are parties to the Agreement; and


WHEREAS, Hemophilia Health Services, Inc. has entered into a stock purchase agreement to acquire all of the outstanding shares of Sunrise Health Management, Inc., a Georgia corporation; and


WHEREAS, the acquisition of all of the outstanding shares of Sunrise Health Management, Inc. requires the consent of the Banks, which the Banks hereby grant subject to the conditions and provisions of this Amendment No. 4 being satisfied as hereinafter set forth;


NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


1. DEFINITIONS. All capitalized terms used in this Amendment No. 4 which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement.


2. AMENDMENTS TO AGREEMENT.


2.1. Section I of the Agreement, DEFINITIONS, is hereby amended by adding thereto the following new definitions as follows:


"AMENDMENT NO. 4 EFFECTIVE DATE" has the meaning specified in
Section 5 of this Amendment No. 4.


"STOCK PLEDGE AGREEMENTS" means those stock pledge agreements
executed pursuant to Paragraph 3.1 hereof and those stock pledge
agreements executed from time to time by Subsidiaries of the Borrower
in favor of the Agent for the benefit of the Banks.


In addition to the foregoing new definitions, the following definition are hereby amended:


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"Guarantor" is hereby amended to replace the period after subparagraph (D) with a comma, and to add a subparagraph (E) as follows:


"(E) Sunrise Health Management, Inc., a Georgia corporation".


"Pledged Stock" is hereby amended to add at the end thereof "and/or executed and delivered to the Agent from time to time by Subsidiaries of the Borrower."


2.2. Sunrise Health Management, Inc., a Georgia corporation, hereby agrees to become a party to the Agreement as a Guarantor thereunder, and hereby grants and confirms the grant of the security interest contained therein.


3. REPRESENTATIONS AND WARRANTIES. To induce the Banks and t ...