ALLONGE TO REPLACEMENT PROMISSORY NOTE
This Allonge made this 4th day of August, 2000, to the Replacement
Promissory Note dated December 20, 1996, as amended by Allonge dated January 11,
1999 and Allonge dated August 20, 1999, made by The Bank of New York, not in its
individual or corporate capacity, but solely in its capacity as Trustee of the
Mid Atlantic Medical Services, Inc. Stock Compensation Trust ("Borrower") in
favor of Mid Atlantic Medical Services, Inc. ("Lender").
WHEREAS, Borrower executed and delivered to Lender a Replacement
Promissory Note dated December 20, 1996 in the original principal amount of
$129,902,500 (the "Original Note").
WHEREAS, the Original Note was most recently amended by an Allonge on
August 20, 1999.
WHEREAS, under the terms of such Allonge, the principal amount of the
Original Note due and owing as of August 20, 1999 was increased to
$127,284,696.75.
WHEREAS, $117,084,696.75 of the principal amount of the Original Note,
as amended by such Allonge (the "Amended Note") remains unpaid as of the date
hereof.
WHEREAS, in order to finance the Borrower's purchase of 2,000,000
shares of the Lender's common stock pursuant to the terms of Common Stock
Purchase Agreement of even date herewith between the Borrower and Lender,
Borrower and Lender wish to increase the principal amount of the Amended Note
due and owing from $117,084,696.75 to $145,814,696.75 while leaving all other
terms of the Amended Note unamended.
NOW, THEREFORE, for good and valuable consideration and intending to be
legally bound hereby, the parties hereto agree as follows:
(1) The Amended Note is hereby amended by deleting all
references to "$127,284,696.75" and by inserting in lieu thereof
"$145,814,696.75."
(2) The last sentence of the second paragraph of the Amended
Note is hereby amended by deleting the date "August 20, 1999" and by
inserting in lieu thereof "August 4, 2000."
(3) Schedule A attached to the Amended Note is hereby amended
and restated in its entirety in the form attached hereto as Exhibit 1.
(4) Schedule B attached to the Amended Note is hereby amended
and restated in its entirety in the form attached hereto as Exhibit 2.
(5) Except as expressly amended hereby, the Amended Note
shall remain unamended and in full force and effect.
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IN WITNESS WHEREOF, this Allonge to Replacement Promissory is made
effective as of the 4th day of August, 2000.
Attest: THE BANK OF NEW YORK, not in its individual
corporate capacity, but solely in its capacity as
Trustee of the Mid Atlantic Medical Services, Inc.
Stock Compensation Trust
/S/Paulette S. Bagil, AT /S/ Richard J. Barry
____________________________ By:_______________________________________
Vice President
Title:_____________________________________
Attest: MID ATLANTIC MEDICAL SERVICES, INC.
/S/ Robert E. Foss
______________________________ By:_______________________________________
Sr. EVP & CFO
Title:_____________________________________
