Allonge to Replacement Promissory Note - The Bank of New York and Mid Atlantic Medical Services Inc.
ALLONGE TO REPLACEMENT PROMISSORY NOTE
This Allonge made this 6th day of September, 2002, to the Replacement
Promissory Note dated December 20, 1996, as amended by Allonge dated January 11,
1999, Allonge dated August 20, 1999, Allonge dated August 4, 2000, and Allonge
dated July 11, 2001, 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 July
11, 2001.
WHEREAS, under the terms of such Allonge, the principal amount of the
Original Note due and owing as of July 11, 2001 was increased to
$145,594,696.75.
WHEREAS, $91,692,572.75 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 $91,692,572.75 to $161,572,572.75 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
"$145,594,696.75" and by inserting in lieu thereof "$161,572,572.75."
(2) The last sentence of the second paragraph of the Amended Note is
hereby amended by deleting the date "July 11, 2001" and by inserting in
lieu thereof "September 6, 2002."
(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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
<PAGE>
IN WITNESS WHEREOF, this Allonge to Replacement Promissory is made
effective as of the 6th day of September, 2002.
Attest: 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
By: /s/ Thomas Macioce By: /s/ Lorraine Serio
______________________________ ______________________________
Lorraine Serio
Title: Vice President
Attest: MID ATLANTIC MEDICAL SERVICES, INC.
______________________________ By: /s/ Robert E. Foss
______________________________
Robert E. Foss
Title: Senior Executive Vice President
and Chief Financial Officer
<PAGE>
Exhibit 1
<TABLE>
<CAPTION>
Trust Year Amount
<S> <C>
2002 8,500,000
2003 17,000,000
2004 17,000,000
2005 17,000,000
2006 17,000,000
2007 17,000,000
2008 17,000,000
2009 17,000,000
2010 17,000,000
2011 17,072,573
</TABLE>
<PAGE>
MAMSI Stock Compensation Trust
Exhibit 2
<TABLE>
<CAPTION>
Interest
Pay Date Year Amount
-----------------------------------------
<S> <C> <C>
10/15 2002 2,485,034
1/15 2003 3,148,340
4/15 3,061,451
7/15 2,978,340
10/15 2,891,451
1/15 2004 2,808,340
4/15 2,721,451
7/15 2,638,340
10/15 2,551,451
1/15 2005 2,468,340
4/15 2,381,451
7/15 2,298,340
10/15 2,211,451
1/15 2006 2,128,340
4/15 2,041,451
7/15 1,958,340
10/15 1,871,451
1/15 2007 1,788,340
4/15 1,701,451
7/15 1,618,340
10/15 1,531,451
1/15 2008 1,448,340
4/15 1,361,451
7/15 1,278,340
10/15 1,191,451
1/15 2009 1,108,340
4/15 1,021,451
7/15 938,340
10/15 851,451
1/15 2010 768,340
4/15 681,451
7/15 598,340
10/15 511,451
1/15 2011 428,340
4/15 341,451
7/15 258,340
8/26 78,106
---------------
62,147,927
===============
</TABLE>