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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] <PAGE> 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:_____________________________________
Source: OneCLE Business Contracts.