SCHEDULE 13D
Amendment No. 2
Physicians Clinical Laboratory Incorporated
common stock
Cusip # 71940R104
Cusip # 71940R104
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-
2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 508,950
Item 8: None
Item 9: 508,950
Item 10: None
Item 11: 508,950
Item 13: 7.76%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not
be deemed to be, an admission that such Schedule 13D is
required to be filed. See the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the common stock,
$0.01 par value (the "Shares") of Physicians Clinical
Laboratory Incorporated, a Delaware corporation (the
"Company"). The principal executive offices of the Company
are located at 2495 Natomas Park Drive, Sacramento, CA
95833.
Item 2. Identity and Background.
Item 2 is amended as follows:
This statement is being filed by FMR Corp., a
Massachusetts Corporation ("FMR"). FMR is a holding company
one of whose principal assets is the capital stock of a
wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts
corporation. Fidelity is an investment advisor which is
registered under Section 203 of the Investment Advisors Act
of 1940 and which provides investment advisory services to
more than 30 investment companies which are registered under
Section 8 of the Investment Company Act of 1940 and serves
as investment advisor to certain other funds which are
generally offered to limited groups of investors (the
"Fidelity Funds"). Fidelity Management Trust Company
("FMTC"), a wholly-owned subsidiary of FMR Corp. and a bank
as defined in Section 3(a)(6) of the Securities Exchange Act
of 1934, serves as trustee or managing agent for various
private investment accounts, primarily employee benefit
plans and serves as investment adviser to certain other
funds which are generally offered to limited groups of
investors (the "Accounts"). Various directly or indirectly
held subsidiaries of FMR are also engaged in investment
management, venture capital asset management, securities
brokerage, transfer and shareholder servicing and real
estate development. The principal offices of FMR, Fidelity,
and FMTC are located at 82 Devonshire Street, Boston,
Massachusetts 02109.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of FMR
representing approximately 49% of the voting power of FMR.
Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of
the aggregate outstanding voting stock of FMR. Mr. Johnson
3d is the Chairman of FMR. The Johnson family group and all
other Class B shareholders have entered into a shareholders'
voting agreement under which all Class B shares will be
voted in accordance with the majority vote of Class B
shares. Accordingly, through their ownership of voting
common stock and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR. The business address
and principal occupation of Mr. Johnson 3d is set forth in
Schedule A hereto.
The Shares to which this statement relates are owned
directly by two of the Accounts.
The name, residence or business address, principal
occupation or employment and citizenship of each of the
executive officers and directors of FMR are set forth in
Schedule A hereto.
Within the past five years, none of the persons named
in this Item 2 or listed on Schedule A has been convicted in
any criminal proceeding (excluding traffic violations or
similar misdemeanors) or has been a party to any civil
proceeding and as a result thereof was or is subject to any
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to
federal or state securities laws or finding any violations
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended as follows:
The Fidelity Funds which own or owned Shares purchased
in the aggregate 334,836 Shares for cash in the amount of
approximately $1,302,838, including brokerage commissions.
The Fidelity Funds used their own assets in making such
purchase and no part of the purchase price is represented by
borrowed funds. Proceeds from 254,475 Shares sold
aggregated approximately $830,481.
The Accounts of FMTC which own or owned Shares
purchased in the aggregate 843,786 Shares for cash in the
amount of approximately $2,857,810, including brokerage
commissions. The Accounts used their own assets in making
such purchase and no part of the purchase price is
represented by borrowed funds. Proceeds from 254,475 Shares
sold aggregated approximately $830,481.
On March 1, 1996, the Shares beneficially owned by the
Fidelity Funds and Accounts decreased by 160,722 Shares as a
result of the event described in Item 5(c) below.
Item 4. Purpose of Transaction.
Item 4 is amended as follows:
The purpose of Fidelity and FMTC in having the Fidelity
Funds and the Accounts purchase Shares is to acquire an
equity interest in the Company in pursuit of specified
investment objectives established by the Board of Trustees
of the Fidelity Funds and by the investors in the Accounts.
Fidelity and FMTC, respectively, may continue to have
the Fidelity Funds and the Accounts purchase Shares subject
to a number of factors, including, among others, the
availability of Shares of sale at what they consider to be
reasonable prices and other investment opportunities that
may be available to the Fidelity Funds and Accounts.
Fidelity and FMTC, respectively, intend to review
continuously the equity position of the Fidelity Funds and
Accounts in the Company. Depending upon future evaluations
of the business prospects of the Company and upon other
developments, including, but not limited to, general
economic and business conditions and money market and stock
market conditions, Fidelity may determine to cease making
additional purchases of Shares or to increase or decrease
the equity interest in the Company by acquiring additional
Shares, or by disposing of all or a portion of the Shares.
Except as set forth in Item 6, neither Fidelity nor
FMTC has any present plan or proposal which relates to or
would result in (i) an extraordinary corporate transaction,
such as a merger, reorganization, liquidation, or sale of
transfer of a material amount of assets involving the
Company or any of its subsidiaries, (ii) any change in the
Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization
or dividend policy or any other material change in the
Company's business or corporate structure, (iv) any change
in the Company's charter or by-laws, or (v) the Company's
common stock becoming eligible for termination of its
registration pursuant to Section 12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Item 5 is amended as follows:
FMR, Fidelity, and FMTC beneficially own all 508,950
Shares.
(a) FMR beneficially owns, through FMTC, the
investment manager for the Accounts, 508,950 Shares, or
approximately 7.76% of the outstanding Shares of the
Company. The number of Shares held by the Fidelity Funds
includes 508,950 Shares of common stock resulting from the
assumed conversion of $6,209,200 principal amount of the
Convertible Subordinated Debenture (81.9672 shares of common
stock for each $1000 principal amount of the debenture).
Neither FMR, Fidelity, FMTC, nor any of its affiliates nor,
to the best knowledge of FMR, any of the persons named in
Schedule A hereto, beneficially owns any other Shares. The
combined holdings of FMR, Fidelity, and FMTC, are 508,950
Shares, or approximately 7.76% of the outstanding Shares of
the Company.
(b) FMR, through its control of FMTC, investment
manager to the Accounts, and the Accounts each has sole
voting and dispositive power over 508,950 Shares owned by
the Accounts.
(c) On March 1, 1996, the reporting person's
beneficial ownership of Shares decreased by 160,722 Shares
as a result of (i) the termination of the reporting person's
interest in one Account and a Fidelity Fund (a private
investment partnership) and (ii) the termination of
investment management agreements FMTC and Fidelity had with
such Account and Fidelity Fund, respectively.
(d) Neither FMR, or any of its affiliates, nor, to the
best knowledge of FMR, any of the persons named in Schedule
A hereto has effected any transaction in Shares during the
past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Item 6 is amended as follows:
On the date of this report, two Accounts hold interests
under a Credit Agreement entered into as of April 1, 1994,
as amended, by and among the Company and certain financial
institutions (the "Credit Agreement"). As previously
reported by the Company, certain events of default have
occurred under this credit facility. On November 8, 1996,
the Company filed a petition for protection under Chapter 11
of the United States Bankruptcy Code. In connection with
such filing, FMTC, on behalf of two Accounts, entered into
an agreement (the "Agreement") with certain other holders of
interests under the Credit Agreement and another entity
(collectively, the "Proponents") pursuant to which the
Proponents would endeavor to facilitate a plan of
restructuring of the Company and the provision of additional
financing to the Company (the "Plan"). On November 12,
1996, the United States Bankruptcy Court for the Central
District of California (the "Court") entered an order in
part approving such financing. The Plan contemplates, among
other things, (I) the exchange of interests under the Credit
Agreement for new senior notes and equity to be issued by
the Company, in such amounts and subject to such conditions
as are set forth in the Agreement; and (2) the election of
directors to the Board of Directors of the Company who are
designated by the Proponents. The Plan is subject to
confirmation by the Court.
DDJ Capital Management, LLC or an affiliate of such
Company ("DDJ"), provides investment advisory consulting
services for FMTC's use in connection with FMTC's investment
management of two Accounts. DDJ is not a direct or indirect
subsidiary or affiliate of FMR Corp. or FMTC; DDJ has no
shared or sole voting or dispositive power or any other
investment discretion with respect to such securities or any
other securities owned by Accounts managed by FMTC.
Except as may otherwise be described herein, neither
FMR nor any of its affiliates nor, to the best knowledge of
FMR, any of the persons named in Schedule A hereto has any
joint venture, finder's fee, or other contract or
arrangement with any person with respect to any securities
of the Company.
The Funds and Accounts may from time to time own debt
securities issued by the Company or its direct or indirect
subsidiaries, and may from time to time purchase and/or sell
such debt securities.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Form of Agreement
This statement speaks as of its date, and no inference
should be drawn that no change has occurred in the facts set
forth herein after the date hereof.
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
FMR Corp.
DATE: November 21, 1996 By:
/s/Arthur Loring
Arthur Loring
Vice President-Legal
SCHEDULE A
The name and present principal occupation or employment
of each executive officer and director of FMR Corp. are set
forth below. The business address of each person is 82
Devonshire Street, Boston, Massachusetts 02109, and the
address of the corporation or organization in which such
employment is conducted is the same as his business address.
All of the persons listed below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP. OCCUPATION
Edward C. Johnson 3d President,
Chairman of the
Director, CEO Board and CEO,
FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-
Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman,
FIL
Director & Mng.
Director
Abigail P. Johnson Director Portfolio Mgr -
Fidelity
Management &
Research
Company
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. &
Gen'l
Counsel Counsel, FMR
David C. Weinstein Sr. Vice President Sr. Vice
President
Administration Administration
Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres.
- -
Chief Financial Chief Financial
Officer Officer
AGREEMENT
This Agreement ("Agreement"), dated as of November ___, 1996
is by and among OAKTREE CAPITAL MANAGEMENT, LLC, a California
limited liability company, as general partner or investment
manager (in such capacity, "Oaktree") on behalf of the funds
listed on Annex I under the heading "Oaktree Funds"
(collectively, the "Oaktree Funds"), DDJ OVERSEAS CORP., a Cayman
Islands company ("Overseas"), THE COPERNICUS FUND, L.P., a
Delaware limited partnership ("Copernicus" and, collectively with
Overseas, the "DDJ Funds"), BELMONT FUND, L.P., a Bermuda limited
partnership ("Belmont I"), BELMONT CAPITAL PARTNERS, II, L.P., a
Delaware limited partnership ("Belmont II" and, collectively with
Belmont I, the "Fidelity Funds" and, collectively with the
Oaktree Funds and the DDJ Funds, the "Funds"), and CERBERUS
PARTNERS, L.P. ("Cerberus") (Oaktree, the DDJ Funds, the Fidelity
Funds, and Cerberus hereinafter collectively referred to as the
"Senior Lenders"), and NU-TECH BIO-MED, INC., a Delaware
corporation ("Nu-Tech" and, collectively with the Senior
Lenders, the "Parties").
R E C I T A L S
1. The Senior Lenders currently hold all (a) senior
secured notes (the "Bank Debt") of Physician's Clinical
Laboratory, Inc. (the "Company"), issued pursuant to the Credit
Agreement dated as of April 1, 1994, as amended, among the
Company, as borrower, OCM Administrative Services, L.L.C. (as
assignee of Wells Fargo Bank, N.A.), as agent, and the financial
institutions party thereto and (b) certain subordinated
indebtedness of the Company.
2. The Senior Lenders and Nu-Tech contemplate a
restructuring of the Company pursuant to which, among other
things, (a) the Senior Lenders will assign to Nu-Tech and Nu-Tech
will purchase from the Senior Lenders participation in certain of
the Bank Debt, on a pro rata basis, subject to the terms and
conditions of this Agreement, and (b) Senior Lenders will make
certain loans to the Company.
NOW THEREFORE, for good and valuable consideration, the
sufficiency and delivery of which are hereby acknowledged, the
Parties hereby agree as follows:
Section 1. Board Approval of Term Sheet. Each of the
Parties shall use its best efforts with respect to obtaining the
approval and execution by the Board of Directors of the Company
of the "Summary of Terms of Restructuring of Physician's Clinical
Laboratory, Inc." attached hereto as Exhibit A or a term sheet
containing substantially similar terms and conditions, acceptable
to all of the Parties (the "Term Sheet").
Section 2. Participation in Bank Debt. Upon approval and
execution by the Board of Directors of the Company of the Term
Sheet described in Section 1, Nu-Tech shall purchase an undivided
participation in the Bank Debt from the Senior Lenders, pro rata
to the percentage holdings of such Bank Debt by each of the
Senior Lenders, for $10,000,000, pursuant to the terms and
conditions of the Participation Agreement attached hereto as
Exhibit B. Nu-Tech hereby acknowledges and agrees that the
foregoing obligation shall be binding, irrespective of the
failure of any other conditions contained herein or in the Term
Sheet to be satisfied, including, without limitation, the failure
of the Company to file a bankruptcy petition, appoint Marvin
Feigenbaum as its chief executive or crisis manager, consummate a
debtor in possession financing arrangement (as described in the
Term Sheet and paragraph 3, below, the "DIP Financing"),
consummate the plan of reorganization (such plan as described in
the Term Sheet the "Plan") or provide for the "Plan Treatment",
all described in the Term Sheet. In the event the DIP Financing
is not approved or the Plan are not consummated, Nu-Tech's sole
interest in the Company arising under this Agreement shall be as
a participant in the Bank Debt purchased from the Senior Lenders
pursuant to this Section 2.
Section 3. DIP Financing. As more particularly set forth
in the Term Sheet and subject to Section 5 below, the Senior
Lenders will provide to the Company a debtor in possession
secured credit facility in an amount up to $10,000,000, the
proceeds of which shall be used (a) for administrative costs
incurred by the Company in connection with the bankruptcy
(including legal, accounting and investment banking fees), (b)
for working capital needs of the Company during the bankruptcy
and (c) to fund the Plan. The Parties shall use their best
efforts to obtain court approval of the DIP Financing as soon as
practicable after the Company files its chapter 11 bankruptcy
petition.
Section 4. Break-Up/Overbid Protections. The Parties agree
to support the Break-up/Overbid Protections (more fully described
in the Term Sheet) and agree to cooperate to obtain Bankruptcy
Court approval for the Break-Up/Overbid Protections, as
contemplated by the Term Sheet.
Section 5. Plan of Reorganization. The Parties shall use
their best efforts to obtain confirmation of the Plan as soon as
reasonably practicable. Additionally, the Parties agree to vote
all of their claims against the Company (including, without
limitation, claims relating to the Bank Debt and the Subordinated
Indebtedness held at such time) in favor of the Plan. As more
particularly set forth in the Term Sheet and subject to Section
5, the Plan shall provide for the following to occur on the
effective date of the Plan (the "Effective Date"):
a. The capitalization of the reorganized Company (the
"Reorganized Company") shall be as follows:
i. Nu-Tech shall hold 51% of the fully diluted
common shares of Reorganized Company (the
"Shares") by (a) exchanging its holding of
Existing Senior Debt in the principle amount
of $13.333 million for 34% of the Shares and
(b) purchasing 17% of the Shares for the sum
of Five Million Dollars ($5,000,000) as of
the Effective Date;
ii. The Senior Lenders shall receive 49% of the
Shares, unless the Voting Condition (as
defined in the Term Sheet) is satisfied, in
which event the Senior Lenders shall receive
37% of the Shares;
iii. If, but only if the Voting Condition is
satisfied, the holders of the Subordinated
Indebtedness shall receive 9% of the Shares;
iv. If, but only if the Voting Condition is
satisfied, the holders of existing equity
interests in PCL shall receive 3% of the
Shares and the Warrants (as defined in the
DIP Term Sheet);
v. The Senior Lenders shall receive the
$55,000,000 of "New Senior Debt" issued by
the Reorganized Company, which shall contain
the terms and conditions set forth in the
Term Sheet and other terms and conditions
agreeable to all of the Parties;
vi. All amounts owed under the DIP Facility shall
be forgiven and any unfunded portion of the
DIP Facility shall be contributed by the
Senior Lenders to the Reorganized Company as
a capital contribution;
vii. The Reorganized Company shall have no other
indebtedness, equity interest or claims
against its equity interest, other than the
working capital facility referenced in the
DIP Term Sheet and outstanding trade debt
incurred in the ordinary course of business.
b. The Plan or separate agreement of the Parties
shall provide for the following:
i. Reorganized Company's Board of Directors will
consist of five (5) directors, three of whom
shall be appointed by Nu-Tech (including the
Chairman of the Board) and the remaining two
(the "Lender Director(s)") of whom shall be
appointed by the Senior Lenders. The Senior
Lenders shall be entitled to appoint two
directors to the Reorganized Company's Board
of Directors for the initial one-year term,
and with respect to subsequent terms,
Oaktree and Nu-Tech shall enter into a
mutually agreeable shareholders agreement
pursuant to which Nu-Tech shall be entitled
to appoint three directors and Oaktree, or
its designee, shall be entitled to appoint
two directors on account of the Shares held
by the Senior Lenders unless and until the
Senior Lenders, in the aggregate, own less
than twenty percent (20%) of the Shares of
the Reorganized Company, in which event,
Oaktree, or its designee, shall only be
entitled to appoint such directors, if any,
which they would be entitled to appoint under
the cumulative voting provisions of the
Delaware law on account of the Shares held by
Senior Lenders.
ii. The organizational documents of the
Reorganized Company shall provide that the
Reorganized Company's Board of Directors will
not undertake the following activities
without approval of at least one Lender
Director: (a) merger & acquisition; (b)
assuming non-ordinary course obligations in
excess of $1 million; (c) making capital
expenditures in excess of $1 million; and (d)
modifying, extending or renewing the
employment agreement referenced in
subparagraph iii, below. The foregoing
limitation on the actions of the Reorganized
Company's board of directors shall cease to
be effective in the event the Senior Lenders
in the aggregate own less than 20% of the
Shares of Reorganized Company; and
iii. J. Marvin Feigenbaum shall be appointed as
the President and Chief Executive Officer of
Reorganized Company for a term of three (3)
years and shall be paid an initial salary of
$104,000 per annum, and stock options at the
market value of PCL as of the Petition Date
and in an amount to be negotiated with the
Board of Directors.
Section 6. Confidentiality. Each of the Parties agrees to
respect the confidential information disclosed in the negotiation
and performance of this Agreement and the Term Sheet, including
any information labeled or otherwise indicated as being
confidential or proprietary by the disclosing party, except
disclosures (a) which may be compelled by legal process, by an
order, judgment or decree of a court or other governmental
authority of competent jurisdiction, (b) to its own employees,
attorneys, accountants or representatives or (c) which may be
required by any applicable federal, state or other regulatory
requirement including disclosures required by Bankruptcy Code
1125 and disclosures required to be made by any party in
accordance with federal or state securities laws.
Section 7. Termination. The obligation of the Parties
under Section 5 shall be binding on each of the Parties until the
earliest of the Effective Date or the first anniversary of the
Petition Date.
Section 8. Limitations on Liability. Nu-Tech hereby
acknowledges and agrees that in no event shall any of the
partners, officers, directors, members, fiduciaries,
shareholders, employees, agents, affiliates or investment
managers (collectively "Representatives") of any of Oaktree, the
DDJ Funds or the Belmont Funds have any obligation or liability
to Nu-Tech for any action taken or omitted by or on behalf of any
of the Funds or in connection herewith (such obligation and
liability being the sole responsibility of such Funds). Nu-Tech
further acknowledges and agrees that (a) all obligations and
liabilities of each Fund under this Agreement or in connection
herewith are enforceable solely against such Fund and its assets
and not against the assets of Oaktree, the DDJ Funds' affiliates,
the Belmont Funds' affiliates, any other Fund or any
Representatives of Oaktree, the DDJ Funds or the Belmont Funds,
and (b) the obligations and liabilities of each Fund shall be
several in the proportions set forth on Annex I and not joint and
several.
Section 9. Representations and Warranties. Each Party
hereby represents and warrants as follows:
a. Such Party is duly organized, validly existing and
in good standing under the laws of the jurisdiction of its
organization with all requisite corporate power and authority to
execute, deliver and perform its obligations under this Agreement
and to consummate the transactions contemplated herein.
b. The execution, delivery and performance of this
Agreement and all other instruments and documents executed and
delivered by such Party in connection herewith have been duly
authorized by all necessary proceedings.
c. No authorizations, consents or approvals from, or
notifications to, any court or any governmental agency having
jurisdiction over such Party or any other person or entity are or
will be necessary to the valid execution, delivery or performance
by such Party of this Agreement.
d. This Agreement constitutes the legal, valid and
binding obligation of such Party except as may be limited by
bankruptcy, reorganization, receivership, insolvency or similar
laws affecting the enforcement of creditors' rights generally.
Section 10. Entire Agreement; Amendments. This Agreement,
together with the Annexes and Exhibits hereto, sets forth the
entire agreement between the Parties and supersedes all prior
communications and understandings of any nature and may not be
supplemented or altered orally. Any amendments hereto shall be
in writing and signed by each party.
Section 11. Notices. Each notice or other communication
hereunder shall be in writing, shall be sent by messenger, by
telecopy or facsimile transmission or by express mail, shall be
deemed given when sent to the designated address set forth in
Annex II (or such other address as the Parties may designate from
time to time to the other Parties).
Section 12. Further Assurances. Each Party shall execute
and deliver all further documents or instruments reasonably
requested by the other Parties in order to effect the intent of
this Agreement and obtain the full benefit of this Agreement.
Section 13. Successors and Assigns. This Agreement shall
be binding on, and inure to the benefit of, the Parties and their
successors and assigns.
Section 14. Submission to Jurisdiction. The Parties agree
that any legal action or proceeding arising out of or relating to
this Agreement may be brought in the courts of the State of
California, the courts of the United States of America located in
the City of Los Angeles, or in any other court having
jurisdiction with respect thereto, and the Parties irrevocably
consent to service of process in any said action or proceeding in
any of such courts by the mailing of copies thereof, postage
prepaid, to such Party at such Party's address set forth in Annex
II, such service to become effective 10 days after such mailing.
Section 15. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF CALIFORNIA. EACH OF THE PARTIES HEREBY
WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ITS RIGHT TO A
TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING WITH RESPECT TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 16. Severability. If any provision of this
Agreement shall for any reason be held to be invalid or
unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, but this Agreement shall be
construed as if such invalid or unenforceable provision had never
been contained herein.
Section 17. Authority. Oaktree represents and warrants to
Nu-Tech that it has full power and authority to execute and
deliver this Agreement for and on behalf of the Oaktree Funds.
Oaktree is authorized to act on behalf of its respective Funds in
connection with the matters contemplated hereby.
Section 18. Counterparts. This Agreement may be executed
in one or more counterparts each signed by one or more of the
parties to this Agreement, and such counterparts shall together
constitute one agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement
to be executed by their respective duly authorized officers as of
the date first above written.
NU-TECH BIO-MED, INC.
By_________________________________
Its_____________________________
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
OAKTREE CAPITAL MANAGEMENT, LLC, as
general partner or investment
manager on behalf of the funds
listed on Annex I hereto under
"Oaktree Funds"
By_________________________________
Its_____________________________
By_________________________________
Its______________________________
DDJ OVERSEAS CORP.
By_________________________________
Judy K. Mencher
Its Vice President
THE COPERNICUS FUND, L.P.
By DDJ Copernicus, LLC, its General
Partner
By_________________________________
Its_____________________________
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
BELMONT FUND, L.P.
By [_______________], its General
Partner
By_________________________________
Its______________________________
BELMONT CAPITAL PARTNERS, II, L.P.,
By [_______________], its General
Partner
By_________________________________
Its______________________________
CERBERUS PARTNERS, L.P.
By_________________________________
By_________________________________
Its______________________________
Annex I
Oaktree Funds
Entity Percentage
OCM Opportunities Fund, L.P. 96%
Columbia/HCA Master Retirement Trust 4%
(Separate Account)
100%
DDJ
Funds
The Copernicus Fund, L.P.
DDJ Overseas Corp.
Belmont Funds
Belmont Fund, L.P.
Belmont Capital Partners II, L.P.
Annex II
Oaktree:
Oaktree Capital Management, LLC
550 South Hope Street, 22nd Floor
Los Angeles, California 90071
Attention: Kenneth L. Liang, Esq.
Telephone: (213) 694-1522
Fax: (213) 694-1599
Matthew S. Barrett
Telephone: (213) 694-1507
Fax: (213) 694-1592
DDJ Funds:
c/o DDJ Capital Management, LLC
141 Linden Street, Suite 4
Wellesley, Massachusetts 02181
Attention: Wendy Schnipper Clayton, Esq.
Telephone: (617) 283-8500
Fax: (617) 283-5555
Belmont Funds:
c/o Fidelity Management & Research Company
82 Devonshire Street - E20E
Boston, Massachusetts 02109
Attention: William P. Wall, Esq.
Telephone: (617) 563-0505
Fax: (617) 476-7774
Cerberus Partners, L.P.:
950 Third Avenue
20th Floor
New York, NY 10019
Attention: Robert Davenport, Esq.
Telephone: (212) 421-2600
Fax: (212) 421-2947
Nu-Tech:
Nu-Tech Bio-Med, Inc.
500 Fifth Avenue, Suite 2424
New York, New York 10110
Attention: J. Marvin Feigenbaum
Telephone: (212) 391-2424
Fax: (212) 391-2864
