<PAGE>
Exhibit 10.9(a)
AGREEMENT
Effective Date: May 30, 2000
Parties: Heller Healthcare Finance, Inc., fka HCFP Funding,
Inc. ("Lender"); Innovative Clinical Solutions, Ltd., fka
Phymatrix Corp. ("ICSL"); Clinical Studies, Ltd.; Clinical
Marketing, Ltd.; Phymatrix Diagnostic Imaging, Inc.;
Phymatrix Management Company, Inc.; and all other entities
listed on Schedule 1 attached hereto and incorporated herein
by this reference. ICSL, Clinical Studies, Ltd. and
Clinical Marketing, Ltd. are referred to herein collectively
as the "SMO Borrower". ICSL, Phymatrix Diagnostic Imaging,
Inc. and Phymatrix Management Company, Inc. are referred to
herein collectively as the "PPM Borrower". ICSL and the
each of the other entities listed on Schedule 1 are referred
to herein collectively as the "General Borrower". The SMO
Borrower, the PPM Borrower and the General Borrower are
referred to herein collectively as the "Borrower".
RECITALS.
A. LOANS FROM LENDER TO BORROWER. Lender and Borrower are
parties to the following loan and security agreements (collectively, the
"Loan Agreements"):
1. The Loan and Security Agreement dated March 12, 1999 as
amended, and all loan and security documents related thereto, between Lender and
the SMO Borrower (the "SMO Loan Agreement").
2. The Loan and Security Agreement dated March 12, 1999, and
all loan and security documents related thereto, between Lender and the PPM
Borrower (the "PPM Loan Agreement").
3. The Loan and Security Agreement dated March 12, 1999, and
all loan and security documents related thereto, between Lender and the General
Borrower (the "General Loan Agreement").
4. The SMO Loan Agreement, the PPM Loan Agreement, and the
General Loan Agreement are referred to herein collectively as the "Loan
Agreements".
B. GUARANTIES. The Loan Agreements include, without limitation, a
certain Unconditional Guaranty of Payment and Performance dated March 12, 1999
and executed by each of the Borrowers with respect to the Loans defined in the
Loan Agreements (collectively, the "Guaranties"; the Borrowers, in their
capacities as guarantors under the Guaranties, are herein referred to
collectively as the "Guarantors").
C. THE INDEBTEDNESS OWING FROM BORROWER TO LENDER. Computed as
of May 22, 2000, Borrower is indebted as follows to Lender:
1. The SMO Borrower is indebted to Lender with respect to
the SMO Loan Agreement in the aggregate amount of at least $4,362,036.47, plus
accrued and accruing interest, costs, expenses, fees, and other charges
recoverable under the SMO Loan Agreement (the "SMO Indebtedness").
2. The PPM Borrower is indebted to Lender with respect to
the PPM Loan Agreement in the aggregate amount of at least $0.00, plus accrued
and accruing interest, costs, expenses, fees, and other charges recoverable
under the PPM Loan Agreement (the "PPM Indebtedness").
<PAGE>
3. The General Borrower is indebted to Lender with respect
to the General Loan Agreement in the aggregate amount of at least $0.00, plus
accrued and accruing interest, costs, expenses, fees, and other charges
recoverable under the General Loan Agreement (the "General Indebtedness").
4. The SMO Indebtedness, the PPM Indebtedness, and the
General Indebtedness are referred to herein collectively as the "Indebtedness".
D. COLLATERAL HELD BY LENDER FOR REPAYMENT OF INDEBTEDNESS OWING
FROM BORROWER. As security for the Indebtedness owing under the Loan Agreements,
Lender holds, among other things, a valid, perfected, and enforceable first lien
and security interest in all of the Collateral (as that term is defined in the
Loan Agreements), subject only to any Permitted Liens.
E. NO DEFENSES. Borrower (and each of them) has no defenses,
offsets, counterclaims, or adverse claims of any kind or amount with respect to
the Indebtedness (or any of it). In addition, Borrower (and each of them) has no
defenses, offsets, counterclaims, or adverse claims of any kind with respect to
the interests held by Lender in the Collateral as described in Paragraph D
above.
F. IDENTIFIED BREACHES OF THE LOAN AGREEMENTS. Pursuant to a
letter dated May 10, 2000 (the "Default Notice"), Lender notified Borrower of
certain breaches of the Loan Agreements which, if not cured, are Events of
Default as defined under the Loan Agreements. The breaches of the Loan
Agreements identified by Lender in the Default Notice were: (a) the failure of
the Borrower to ensure that all Account Debtors make payments on Accounts
directly to the Lockbox, as required in Section 2.3 of the Loan Agreements;
and (b) the existence of a Material Adverse Effect as defined under Section 1.47
or 1.49 (as applicable) of the Loan Agreements arising from the deterioration
of the financial condition of one or more of the Borrower entities, that one or
more of the Borrower entities has announced that it is unable to pay certain
existing bond obligations, and that one or more of the Borrower entities is
planning to file bankruptcy (the "Identified Breaches").
G. NO FURTHER ADVANCES. Pursuant to the Identified Breaches and
the Default Notice, and pursuant to Section 5.2 of the Loan Agreements, Lender
has not made further advances under the Loan Agreements from and after the date
of the Default Notice.
H. REQUEST FOR LIMITED WAIVER BY BORROWER. Borrower has disputed
that any Events of Default or any breach of the Loan Agreements have occurred
or are continuing and has requested that Lender agree to a limited waiver of
Lender's rights and remedies arising from the Lender's assertion of the
existence of the Identified Breaches and that Lender continue to make advances
to Borrower under certain modified terms. Although Lender is under no
obligation to do so, Lender is willing to provide Borrower with a limited
waiver and Lender is willing to provide further advances to Borrower under the
Loan Agreements upon the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
PROVISIONS
1. ACCURACY OF RECITALS. Borrower acknowledges that the Recitals
set forth above are true and accurate, and the Recitals are incorporated into
these Provisions without any difference or distinction between the two
(2) segments of this Agreement.
2. CAPITALIZED TERMS. Unless otherwise indicated, all terms used
in this Agreement will correspond to the capitalized terms used in the Loan
Agreements.
3. REAFFIRMATION OF LOAN AGREEMENTS. Borrower reaffirms all of
its obligations under the Loan Agreements.
<PAGE>
4. LIMITED WAIVER. Provided that Borrower satisfies all of the
conditions set forth in paragraph 5 below, Lender hereby agrees to waive the
Identified Breaches and the exercise of any of its rights and remedies under the
Loan Agreements in connection with the Identified Breaches. In addition, the
limited waiver provided by Lender to Borrower is limited to the following:
4.1 WAIVER LIMITED TO IDENTIFIED BREACHES. Lender's limited
waiver shall be limited solely to the exercise of its rights and remedies
arising under the Loan Agreements as a result of the Identified Breaches, and
Lender shall not be deemed to have suspended or waived any rights or remedies it
may have with respect to any other existing breach, default or Event of Default
under the Loan Agreements (as amended hereby), or any new breach, default or
Event of Default occurring thereunder or under this Agreement. Borrower and
Lender are not aware of any breach, default, or Event of Default other than the
Identified Breaches under the Loan Agreements as of the execution of this
Agreement.
4.2 NO NEW EVENT OF DEFAULT. There shall occur no new Event of
Default or an event which, with the passage of time or the giving of notice or
both, would constitute an Event of Default under any of the Loan Agreements (as
amended hereby) or this Agreement. Notwithstanding anything to the contrary
contained in the Loan Agreements, Lender acknowledges and agrees that any action
taken by any Borrower prior to the filing of a bankruptcy petition by Borrower
for the purpose of soliciting acceptance of a Plan or Reorganization under
Chapter 11 of the United States Bankruptcy Code, provided that such plan would
not have the effect of impairing Lender's claim, shall not constitute a breach
of or an Event of Default under the Loan Agreements.
4.3 NONCOMPLIANCE WITH CONDITIONS RENDERS WAIVER NULL AND VOID
AB INITIO. If Borrower fails to meet any of the terms and conditions of this
Agreement, including, without limitation, the conditions in Section 5 of this
Agreement, the limited waiver provided by Lender in this Section 4 of this
Agreement will be deemed null and void ab initio.
5. CONDITIONS TO LIMITED WAIVER. The limited waiver provided by
Lenders under this Agreement is strictly conditioned upon the satisfaction by
Borrower of the following:
5.1 SMO Borrower shall maintain at all times from and after
the date of this Agreement cash on hand of no less than $3,000,000, and such
cash shall be held in an account in a federally insured depository institution
with which no Borrower has a lending or other relationship which could give rise
to a setoff right in such institution, other than routine service charges.
Borrower agrees to provide Lender with verification of the required cash on hand
within one (1) Business Day of receipt of Lender's written request for such
information.
5.2 Borrower complies with all terms and conditions of the
Loan Agreements, as modified by this Agreement; provided, however, that Lender
and Borrower acknowledge that, prior to June 18, 2000, the SMO Borrower will not
be in full compliance with the provisions of Section 2.3 of the SMO Loan
Agreement (as amended by Section 6.4 of this Agreement) which required that all
Account Debtors remit payments on Accounts directly to the Lockbox.
5.3 SMO Borrower must ensure that, from and after the
"Applicable Date" (as defined below), at least (a) the "Applicable Percentage"
(as defined below) of the Account Debtors remit payments on Accounts directly to
the Lockbox and (b) the Applicable Percentage of all sums paid by all Account
Debtors in the aggregate on Accounts are remitted directly to the Lockbox. If
any Account Debtor fails to remit payments directly to the Lockbox, Borrower
will promptly notify the applicable Account Debtor, in writing, with a copy to
Lender, of its obligation to remit payments directly to the Lockbox. Each date
set forth below is an "Applicable Date" and each percentage set forth below is
the "Applicable Percentage" in effect beginning on such Applicable Date:
Applicable Date Applicable Percentage
--------------- ---------------------
July 15, 2000 sixty percent (60%)
August 15, 2000 seventy-five percent (75%)
September 15, 2000 ninety percent (90%)
<PAGE>
6. MODIFICATIONS. The Loan Agreements are hereby modified and
amended as described below. In the event of any conflict between the terms of
the Loan Agreements and the terms of this Agreement, this Agreement shall
control.
6.1 RETENTION AND APPLICATION OF COLLECTIONS; NO ADVANCES
UNTIL LOAN BALANCE REDUCED; LIMITATION ON AVAILABILITY. Lender will continue to
apply all proceeds of collections on Accounts under the Loan Agreements to the
outstanding amount of the Loan and Lender shall have no obligation to make
additional Loans, Revolving Credit Loans, or other advances to Borrower until
such time as the total outstanding amount of all Loans under the Loan Agreements
is reduced to $5,000,000. Thereafter, Lender will make advances under the Loan
Agreements subject to Borrower's compliance with all of the terms, covenants and
conditions of the Loan Agreements and this Agreement; provided, however, that
Lender will limit the aggregate borrowing availability under the Loan Agreements
to an amount which, when added to the then-existing outstanding Obligations
under the Loan Agreements, does not exceed $5,000,000.
6.2 FEES AND COSTS. All of Lender's costs and fees (including
attorneys' fees) incurred in the negotiation and documentation of this Agreement
will be included in the Obligations (as defined in the Loan Agreements).
6.3 CURE PERIODS. All cure periods provided for under the Loan
Agreements with respect to the Identified Breaches are hereby eliminated. Should
the Lender's limited waiver as set forth in Section 4 become null and void ab
initio as provided in Sections 4 and 5 of this Agreement, all cure periods
applicable to the Identified Breaches shall be deemed expired and an immediate
Event of Default shall be deemed to have occurred under all of the Loan
Agreements.
6.4 LOCKBOX COMPLIANCE. Section 2.3 of the SMO Loan Agreement
requires that the SMO Borrower ensure that all Account Debtors make payments on
Accounts directly to the Lockbox (the "Direct Payment Requirements"). Lender
agrees that the SMO Borrower shall be deemed in compliance with the Direct
Payment Requirements so long as (a) from and after the Applicable Date, at least
the Applicable Percentage of the Account Debtors remit payments on Accounts
directly to the Lockbox, (b) from and after the Applicable Date, at least the
Applicable Percentage of all sums paid by all Account Debtors in the aggregate
on Accounts are remitted directly to the Lockbox, and (c) if any Account Debtor
fails to remit payments directly to the Lockbox, with respect to each such
payment, Borrower promptly notifies the applicable Account Debtor, in writing,
with a copy to Lender, of the Account Debtor's obligation to remit payments
directly to the Lockbox.
7. RELEASE OF LENDER. In consideration of the agreements of
Lender set forth in this Agreement, Borrower (and each of them) and all of its
respective heirs, personal representatives, predecessors, successors and assigns
(individually and collectively, the "Releasors"), hereby fully release, remise,
and forever discharge Lender, the parents of Lender and all other affiliates and
predecessors of Lender, and all past and present officers, directors, agents,
employees, servants, partners, shareholders, attorneys and managers of Lender,
for, from, and against any and all claims, liens, demands, causes of action,
controversies, offsets, obligations, losses, damages and liabilities of every
kind and character whatsoever, including, without limitation, any action,
omission, misrepresentation or other basis of liability founded either in tort
or contract and the duties arising thereunder, that the Releasors, or any one or
more of them, has had in the past, or now has, whether known or unknown, whether
asserted or unasserted, by reason of any matter, cause or thing set forth in,
relating to or arising out of, or in any way connected with or resulting from,
the Loan Agreements, this Agreement, the Lender's execution and delivery of the
Default Notice, the Lender's refusal to make further advances to Borrower, and
the Lender's application of collections on Accounts under the Loan Agreement.
8. NO PREJUDICE; RESERVATION OF RIGHTS. This Agreement shall not
prejudice any rights or remedies of Lender under the Loan Agreements (as amended
hereby). Lender reserves, without limitation, all of its rights against any
indemnitor, guarantor (including without limitation the Guarantors), or endorser
of any of the Loan Agreements. Lender's agreement to enter into this Agreement
does not constitute and shall not be deemed an agreement that Lender will enter
into or agree now or in the future to any modification, compromise, waiver, or
forbearance with respect to any of the Loan Agreements or any of Lender's rights
and remedies thereunder.
<PAGE>
9. NO IMPAIRMENT/SECURITY. Except as otherwise specifically set
forth herein, the Loan Agreements shall each remain unaffected by this
Agreement, and the Loan Agreements shall remain in full force and effect. The
payment and performance of Borrower's various obligations to Lender under the
Loan Agreements, including all extensions, amendments, renewals or replacements
thereof, continue to be and shall be secured by the liens and security interests
in the Collateral arising under the Loan Agreements. Except as expressly
provided in Section 4 of this Agreement, nothing contained herein shall be
deemed a waiver of any of the rights and remedies that Lender may have against
Borrower, or of any of Lender's rights and remedies arising out of the Loan
Agreements.
10. INTEGRATION. The Loan Agreement and this Agreement:
(a) integrate all the terms and conditions mentioned in or incidental to the
Loan Agreements; (b) supersede all oral negotiations and prior and other
writings with respect to their subject matter; and (c) are intended by the
parties as the final expression of the agreement with respect to the terms and
conditions set forth in those documents and as the complete and exclusive
statement of the terms agreed to by the parties. If there is any conflict
between the terms, conditions and provisions of this Agreement and the terms,
conditions and provisions of any other agreement or instrument, including any
of the other Loan Agreements, the terms, conditions and provisions of this
Agreement shall prevail. No modification of this Agreement or the Loan
Agreements shall be effective unless in writing and signed by the applicable
parties to be bound thereby.
11. COUNTERPARTS. This Agreement may be executed in as many
counterparts as necessary or convenient, and by different parties on separate
counterparts which, when so executed, shall be deemed an original, but all such
counterparts shall constitute but one and the same agreement. This Agreement
shall be binding upon all signatories hereto regardless of the failure of any
Borrower to execute this Agreement; provided, however, that Lender shall have no
obligations under this Agreement until such time as this Agreement is fully
executed and delivered by all parties constituting the Borrower.
12. GUARANTORS. All signatories hereto are executing this
Agreement in their capacities as Borrowers under the Loan Agreement and as
Guarantors under the Guaranties.
13. ATTORNEY-IN-FACT; AUTHORIZED PARTY. ICSL is hereby irrevocably
made, constituted and appointed the true and lawful attorney for each Borrower
(without requiring any of them to act as such) with full power of substitution
to do the following: (i) execute in the name of each Borrower any financing
statements, schedules, assignments, instruments, documents (including, but not
limited to, releases, waivers and amendments to the Loan Agreement), and
statements that any Borrower is obligated to give Lender under this Agreement or
that ICSL and Lender shall deem necessary or appropriate in connection with the
Loan Agreements; and (ii) do such other and further acts and deeds in the name
of any Borrower that ICSL may deem necessary or desirable in connection with the
Loans governed by the Loan Agreements.
14. NO OTHER AGREEMENTS. There is no existing enforceable workout
agreement or pending approved loan modification among Lender and any Borrower,
and no verbal representations have been made by Lender or its predecessors to
Borrower and/or the Guarantors regarding modification of the Loan Agreements,
debtor-in-possession financing, replacement or exit financing or any other
prospective financial arrangement among the Lender and Borrower (or any of them)
or Guarantors.
15. LEGAL COUNSEL. This Agreement has been negotiated at arm's
length and between persons sophisticated and knowledgeable in the matters dealt
with in this Agreement. In addition, each party has been represented by
experienced and knowledgeable counsel. Accordingly, any rule of law or legal
decision that would require interpretation of any ambiguities in this Agreement
against the party that has drafted it are not applicable and are waived. The
provisions of this Agreement shall be interpreted in a reasonable manner to
effect the purpose of the parties and this Agreement.
16. TRUE AND CORRECT STATEMENTS. As a condition to the signing of
this Agreement, all parties are relying upon the truth, completeness and
correctness of the statements and representations made herein, and there have
been no material misrepresentations or omissions by any party to this Agreement.
Further, each person signing this Agreement on behalf of an entity represents
that he or she is duly authorized and empowered to execute and deliver this
Agreement and that all required consents and/or approvals have been obtained to
make this Agreement fully binding on such entity.
[SIGNATURE PAGES FOLLOW]
<PAGE>
IN WITNESS WHEREOF, intending that this Agreement constitute an
instrument executed under seal, the parties hereto have caused this Agreement to
executed under seal on the dates set forth below to be the effective as of the
day and year set forth above.
LENDER:
Heller Healthcare Finance, Inc.
A Delaware Corporation
By: /s/ Jeffrey D. Stein (SEAL)
---------------------------
Name: Jeffrey D. Stein
------------------------
Title: Assistant Vice President
------------------------
<PAGE>
GENERAL BORROWER (AND GUARANTORS)
INNOVATIVE CLINICAL SOLUTIONS, LTD.
(F/K/A PHYMATRIX CORP.)
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
BREATHCO INCORPORATED
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
CCC - LITHOTRIPSY, INC.
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
(SIGNATURES CONTINUED)
<PAGE>
CCC INDIANA LITHOTRIPSY, INC.
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
CCC NATIONAL LITHOTRIPSY, INC.
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
CCC REHAB, INC.
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
DASCO DEVELOPMENT CORPORATION
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
DASCO DEVELOPMENT WEST, INC.
a California corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
(SIGNATURES CONTINUED)
<PAGE>
FIRST CHOICE HEALTH CARE
SERVICES, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
FIRST CHOICE HEALTH CARE SERVICES
OF FORT LAUDERDALE, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
FIRST CHOICE HOME CARES, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
FIRST PHYNET, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
(SIGNATURES CONTINUED)
<PAGE>
FIRST PHYNET, LLC.
a Delaware limited liability company
By: FIRST PHYNET, INC.
Member
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
INFUMATRIX, INC.
(F/K/A CCC INFUSION, INC.)
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
LITHOTRIPSY AMERICA, INC.
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
NUTRICHEM, INC.
a Maryland corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
ONCOLOGY THERAPIES, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
(SIGNATURES CONTINUED)
<PAGE>
ONCOLOGY THERAPIES OF
AMERICA INC.
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX OF BROOKLYN, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX OF CENTRAL OF
GEORGIA, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX DIAGNOSTIC IMAGING, INC. a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX DIAGNOSTIC IMAGING NORTHEAST, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
(SIGNATURES CONTINUED)
<PAGE>
PHYMATRIX MANAGEMENT
COMPANY, INC.
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX OF MANATEE COUNTY, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX MID-ATLANTIC MANAGEMENT, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX NETWORK
MANAGEMENT, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
(SIGNATURES CONTINUED)
<PAGE>
PHYMATRIX OF NEW JERSEY, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX NORTHEAST, INC.
(F/K/A PHYSICIANS CHOICE, INC.)
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX PHYSICIAN
MANAGEMENT, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX PULMONARY
NETWORK, INC.
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX UROLOGY NETWORK, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
(SIGNATURES CONTINUED)
<PAGE>
PHYSICIANS CONSULTANT AND MANAGEMENT CORPORATION OF NORTH CAROLINA
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYSICIANS CONSULTANT AND MANAGEMENT CORPORATION
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYSICIANS CONSULTANT AND MANAGEMENT CORPORATION OF NEW YORK
a New York corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PINNACLE ASSOCIATES, INC.
a Georgia corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
(SIGNATURES CONTINUED)
<PAGE>
UROLOGY CONSULTANTS OF SOUTH FLORIDA, INC.
a Florida corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
ATLANTA RADIATION CARE, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
BILTMORE ADVANCED IMAGING CENTER, INC.
an Arizona corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
CHARLOTTE RADIATION CARE, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
(SIGNATURES CONTINUED)
<PAGE>
CHATTANOOGA RADIATION CARE, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
COLLEGE PARK RADIATION CARE, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
COMPUTERIZED TOMOGRAPHY
CENTER, INC.
a Georgia corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
FALLS CHURCH RADIATION CARE, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
NORTH ATLANTA RADIATION CARE, INC. a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
(SIGNATURES CONTINUED)
<PAGE>
NORTH FULTON RADIATION CARE, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
ORLANDO RADIATION CARE, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
ROCKVILLE RADIATION CARE, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
VISTA RADIATION CARE, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
WALDORF RADIATION CARE, INC.,
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
<PAGE>
SMO BORROWER (AND GUARANTORS):
INNOVATIVE CLINICAL SOLUTIONS, LTD.
(F/K/A PHYMATRIX CORP.)
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
CLINICAL STUDIES, LTD.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
CLINICAL MARKETING, LTD.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
<PAGE>
PPM BORROWER (AND GUARANTORS):
INNOVATIVE CLINICAL SOLUTIONS, LTD.
(F/K/A PHYMATRIX CORP.)
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX DIAGNOSTIC IMAGING, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
PHYMATRIX MANAGEMENT COMPANY, INC.
a Delaware corporation
By:/s/Gary Gillheeney
-----------------------
Gary Gillheeney
Chief Financial Officer
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SCHEDULE "1"
THE GENERAL BORROWERS
BREATHCO INCORPORATED
CCC-LITHOTRIPSY, INC.
CCC INDIANA LITHOTRIPSY, INC.
CCC NATIONAL LITHOTRIPSY, INC.
CCC REHAB, INC.
DASCO DEVELOPMENT CORPORATION
DASCO DEVELOPMENT WEST, INC.
FIRST CHOICE HEALTH CARE SERVICES, INC.
FIRST CHOICE HEALTH CARE SERVICES OF FORT LAUDERDALE, INC.
FIRST CHOICE HOME CARES, INC.
FIRST PHYNET, INC.
FIRST PHYNET, LLC
INFUMATRIX, INC. (F/K/A CCC INFUSION, INC.)
LITHOTRIPSY AMERICA, INC.
NUTRICHEM, INC.
ONCOLOGY THERAPIES, INC.
ONCOLOGY THERAPIES OF AMERICA, INC.
PHYMATRIX OF BROOKLYN, INC.
PHYMATRIX OF CENTRAL GEORGIA, INC.
PHYMATRIX DIAGNOSTIC IMAGING, INC.
PHYMATRIX DIAGNOSTIC IMAGING NORTHEAST, INC.
PHYMATRIX MANAGEMENT COMPANY, INC.
PHYMATRIX OF MANATEE COUNTY, INC.
PHYMATRIX MID-ATLANTIC MANAGEMENT, INC.
PHYMATRIX NETWORK MANAGEMENT, INC.
PHYMATRIX OF NEW JERSEY, INC.
PHYMATRIX NORTHEAST, INC. (F/K/A PHYSICIANS CHOICE, INC.)
PHYMATRIX PHYSICIAN MANAGEMENT, INC.
PHYMATRIX PULMONARY NETWORK, INC.
PHYMATRIX UROLOGY NETWORK, INC.
PHYSICIANS CONSULTANT AND MANAGEMENT CORPORATION
OF NORTH CAROLINA
PHYSICIANS CONSULTANT AND MANAGEMENT CORPORATION
PHYSICIANS CONSULTANT AND MANAGEMENT CORPORATION OF NEW YORK PINNACLE
ASSOCIATES, INC.
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#371796v2
SCHEDULE "1" (CONTINUED)
THE GENERAL BORROWERS
UROLOGY CONSULTANTS OF SOUTH FLORIDA, INC.
ATLANTA RADIATION CARE, INC.
BILTMORE ADVANCED IMAGING CENTER, INC.
CHARLOTTE RADIATION CARE, INC.
CHATTANOOGA RADIATION CARE, INC.
COLLEGE PARK RADIATION CARE, INC.
COMPUTERIZED TOMOGRAPHY CENTER, INC.
FALLS CHURCH RADIATION CARE, INC.
NORTH ATLANTA RADIATION CARE, INC.
NORTH FULTON RADIATION CARE, INC.
ORLANDO RADIATION CARE, INC.
ROCKVILLE RADIATION CARE, INC.
VISTA RADIATION CARE, INC.
WALDORF RADIATION CARE, INC.
INNOVATIVE CLINICAL SOLUTIONS, LTD. (F/K/A PHYMATRIX CORP.)
#371926v1 Chief Financial Officer and Treasurer
