AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (the "AMENDMENT") is entered into as of May 24,
2000, by and among MIM HEALTH PLANS, INC., a Delaware corporation (the "BORROWER"), MIM
CORPORATION, a Delaware corporation ("HOLDINGS"), the other Credit Parties signatory to the Credit
Agreement (as defined below), the lending institutions signatories to the Credit Agreement and such other
institutions that become a "Lender" pursuant to the Credit Agreement (collectively the "LENDERS" and each
individually a "LENDER"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation ("AGENT"), as a Lender and as Agent for the Lenders. Capitalized terms used but not defined
herein shall have the meanings ascribed to such terms in the Credit Agreement.
WHEREAS, the Credit Parties entered into that certain Credit Agreement, dated as of February 4, 2000 (as
may be amended, modified, supplemented or restated from time to time, the "CREDIT AGREEMENT")
pursuant to which the Lenders made available to the Borrower certain credit facilities; and
WHEREAS, the Borrower has requested amendments to certain terms of the Credit Agreement; and
WHEREAS, the Lenders are willing to consent to the requested amendments under the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and mutual promises herein contained and for other
valuable consideration, and intending to be legally bound hereby, the parties hereto agree as follows:
SECTION 1. Modification of Annex G.
The parties hereto agree that Section (e) of Annex G of the Credit Agreement is amended to read in its entirety
Minimum Net Worth. Holdings and its Subsidiaries on a consolidated basis shall maintain at all times Net Worth
equal to or greater than the sum of (a) $35,188,000 plus (b) for each Fiscal Quarter ending after December 31,
1999, seventy five percent (75%) of any increase to Net Worth of Holdings and Subsidiaries above the Net
Worth of such Person