AMENDMENT NUMBER TWO TO LOAN AGREEMENT
Second Amendment entered into as of November 2, 1999 between INTEGRAMED
AMERICA, INC. (the "Borrower") and FLEET BANK, NATIONAL ASSOCIATION (the
"Bank").
WHEREAS, the Borrower and the Bank are parties to a Loan Agreement
dated as of September 11, 1998 and such Loan Agreement was amended by a First
Amendment thereto dated as of September 25, 1998 (as so amended, the
"Agreement"); and
WHEREAS, the Borrower has requested that the Bank amend, and the Bank
has agreed to amend, certain provisions of the Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. All capitalized terms used herein, unless otherwise defined
herein, have the same meanings provided therefor in the Agreement.
2. The Agreement is hereby amended as follows:
(a) The definition of "Permitted Stock Repurchase" contained
in Section 1.1 is amended to read in its entirety as follows:
"Permitted Stock Repurchase" shall mean the
Borrower's repurchase, for cash consideration, of certain of
its outstanding Capital Stock, which Capital Stock, after such
repurchase, shall become treasury stock of the Borrower;
provided, that the total cash consideration for all such
repurchases (regardless of when the same occurred) in the
aggregate shall not exceed $4,000,000.
(b) The definition of "Fixed Charge Coverage Ratio" contained
in Section 1.1 is amended to read in its entirety as follows:
"Fixed Charge Coverage Ration" shall be determined on
a rolling four-quarter basis and shall mean, for any such
four-quarter period, the ration of (A) Consolidated Adjusted
EBITDA for such period minus the sum of Capital Expenditures
during such period that have not been financed (excluding
amounts paid in connection with Permitted Acquisitions and
excluding the Shady Grove Expenditures), and cash dividends
paid during such period and income taxes paid during such
period to (B) Consolidated Debt Service for such period."
(c) Section 1.1 is amended by adding a new definition for
"Shady Grove Expenditures" to be inserted in its correct place alphabetically
and to read in its entirety as follows:
"Shady Grove Expenditures" shall mean the aggregate
amount paid by the Borrower (up to a maximum amount of
$1,527,000) prior to November 1, 1999 for the Borrower's
acquisition of fixed assets in connection with its March 1998
acquisition of the Washington D. C. Shady Grove Fertility
Center.
(d) Section 6.2 is amended to read in its entirety as
follows:
6.2 Consolidated Effective Net Worth. Maintain (I) as
at the last day of each fiscal quarter ending on or prior to
September 30, 1999, Consolidated Effective Net Worth in an
amount not less than $26,750,000, plus 50% of the Consolidated
Adjusted Net Income of the Borrower and its Subsidiaries, on a
cumulative basis, commencing with June 30, 1998, for each
fiscal quarter then ending (provided, that, notwithstanding
the definition of Adjusted Net Income, there shall not be any
reduction for any net loss), plus 80% of the net proceeds, on
a cumulative basis, received by the Borrower in connection
with any issuance of securities (whether for cash or
otherwise) by the Borrower during the fiscal quarter then
ending, minus the aggregate cash consideration actually paid
by the Borrower in connection with any Permitted Stock
Repurchase and (ii) as at the last day of each fiscal quarter
ending subsequent to September 30, 1999, Consolidated
Effective Net Worth in an amount not less than $29,500,000,
plus 50% of the Consolidated Adjusted Net Income of the
Borrower and its Subsidiaries, on a cumulative basis for each
fiscal quarter then ending (provided, that notwithstanding the
definition of Adjusted Net Income, there shall not be any
reduction for any net loss), plus 80% of the net proceeds, on
a cumulative basis, received by the Borrower in connection
with any issuance of securities (whether for cash or
otherwise) by the Borrower during the fiscal quarter then
ending, minus the aggregate cash consideration actually paid
by the Borrower in connection with any Permitted Stock
Repurchase.
(e) Section 7.8 is amended to read in its entirety as
follows:
7.8 Capital Expenditures; Capitalized Leases. Expend
or agree to expend in the aggregate for the Borrower and all
Subsidiaries in excess of $1,500,000 in any fiscal year for
Capital Expenditures including assets acquired under
Capitalized Leases, excluding (I) amounts paid in connection
with Permitted Acquisitions and (ii) the Shady Grove
Expenditures.
3. The Borrower hereby represents and warrants to the Bank that:
(a) Each and every of the representations and warranties set
forth in the Agreement is true as of the date hereof and with the same effect
as though made on the date hereof, and is hereby incorporated herein in full
by reference as if fully restated herein in its entirety.
(b) No Default or Event of Default and no event or condition
which, with the giving of notice or lapse of time or both, would constitute
such a Default or Event of Default, now exists or would exist.
4. All capitalized terms used herein, unless otherwise defined
herein, have the same meanings provided therefor in the Agreement.
5. The amendments set forth herein are limited precisely as
written and shall not be deemed to (a) be a consent to or a waiver of any other
term or condition of the Agreement or any of the documents referred to therein
or (b) prejudice any right or rights which the Bank may now have or may have in
the future under or in connection with the Agreement or any documents referred
to therein. Whenever the Agreement is referred to in the Agreement or any of the
instruments, agreements or other documents or papers executed and delivered in
connection therewith, it shall be deemed to mean the Agreement as modified by
this Second Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered by their respective duly
authorized officers as of the date first above written.
IntegraMed America, Inc.
By: /s/Xxxx Xxxxxx, Xx.
--------------------------
Name: Xxxx Xxxxxx, Xx.
Title: Sr. Vice President and CFO
FLEET BANK, NATIONAL ASSOCIATION
By: Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: President
