FIFTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
Fifth Amendment (this "Amendment") entered into as of December 23, 2005
between INTEGRAMED AMERICA, INC. (the "Borrower") and BANK OF AMERICA, N.A.,
successor by merger to Fleet National Bank (the "Bank").
WHEREAS, the Borrower and the Bank are parties to an Amended and
Restated Loan Agreement dated as of September 28, 2001, as amended by a First
Amendment dated as of September 16, 2002, a Second Amendment dated as of July
31, 2003, a Third Amendment dated as of November 14, 2003 and a Fourth Amendment
dated as of March 21, 2005 (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. Definitions. All capitalized terms used herein, unless otherwise defined
herein, have the same meanings provided therefor in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
(a) The following new defined terms shall be added to Section 1.1 of
the Agreement in their correct place alphabetically and shall read in their
entirety as follows:
"Amendment No. 5" shall mean that certain Fifth Amendment to
this Agreement between the Borrower and the Bank dated as of December
23, 2005.
"Swap Contract" shall mean (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price
or bond index swaps or options or forward bond or forward bond price or
forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any
options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b)
any and all transactions of any kind, and the related confirmations,
which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange
Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"),
including any such obligations or liabilities under any Master
Agreement.
"Swap Termination Value" means, in respect of any one or more
Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, (a) for
any date on or after the date such Swap Contracts have been closed out
and termination value(s) determined in accordance therewith, such
termination value(s), and (b) for any date prior to the date referenced
in clause (a), the amount(s) determined as the ▇▇▇▇-to-market value(s)
for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any
recognized dealer in such Swap Contracts (which may include the Bank or
any Affiliate of the Bank).
"Unfunded Capital Expenditures" shall mean, for any period,
Capital Expenditures made during such period to the extent such Capital
Expenditures were not financed from the proceeds of long term debt
(borrowings of Revolving Loans hereunder not included) and if they were
made with cash, so long as the Borrower and its Subsidiaries maintain
cash balances of not less than $5,000,000 at all times.
(b) The following terms defined in Section 1.1 of the Agreement shall
be amended in their entirety to read as follows:
"Applicable Margin" shall apply respectively to Revolving
Credit Loans and the Term Loan as provided in the applicable pricing
grid set forth below, and means at any time and from time to time the
rate per annum above the Prime Rate, or LIBOR, as the case may be, at
all times during which the applicable Pricing Level set forth in the
applicable grid below is in effect, the percentage set forth in the
applicable grid below next to such Pricing Level and under the
applicable column:
a) Pricing Grid For Revolving Credit Loans:
Fluctuating Rate LIBOR Loans
Loans
Pricing Level I 0.00% 2.25%
Pricing Level II 0.00% 2.00%
Pricing Level III 0.00% 1.75%
b) Pricing Grid For Term Loan:
Fluctuating Rate LIBOR Loans
Loans
Pricing Level I 0.00% 2.50%
Pricing Level II 0.00% 2.25%
Pricing Level III 0.00% 2.00%
In each of the above cases, changes in the Applicable Margin resulting
from a change in a Pricing Level shall be based upon the financial
statements/certificate most recently delivered pursuant to Sections
5.2(a)(i) and 5.2(b) and shall become effective on the date such
financial statements or certificate, as applicable, are delivered to
the Bank in the format required by this Agreement. Notwithstanding
anything to the contrary contained in this definition, (i) if, at any
time and from time to time, the Borrower shall be in Default of its
obligations under Section 5.2, Pricing Level I (as increased pursuant
to Section 2.11(c)) shall apply until such Default is cured during the
period and (ii) provided that no Default has occurred and is
continuing, commencing on the date of Amendment No. 5 and ending on the
date that is six months after the date of Amendment No. 5, the
Applicable Margin for the Term Loan shall be 1.75%.
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"Borrowing Base" shall mean at any time (A) 55% of the
Borrower's Eligible Accounts Receivable at such time, minus (B) the sum
of the aggregate face amount of outstanding SBLCs plus any unreimbursed
draws in respect thereof, each at the time of calculation of the
Borrowing Base.
"Fixed Charge Coverage Ratio" shall be determined on a rolling
four-quarter basis and shall mean, for any such four-quarter period,
the ratio of (A) Consolidated EBITDA for such period, minus the sum of
(i) Unfunded Capital Expenditures during such period, (ii) cash
dividends paid during such period and (iii) income taxes paid during
such period to (B) Consolidated Debt Service for such period.
"Pricing Level I" shall mean the applicable Pricing Level at
any time when the Leverage Ratio is greater than or equal to 2.00:1.00.
"Pricing Level II" shall mean the applicable Pricing Level at
any time when the Leverage Ratio is greater than or equal to 1.50:1.00
but less than 2.00:1.00.
"Pricing Level III" shall mean the applicable Pricing Level at
any time when the Leverage Ratio is less than 1.50:1.00.
"Termination Date" shall mean December __, 2008 or, if such
date is not a Business Day, the Business Day next succeeding such date.
(c) In Section 1.1. of the Agreement, the amount "$1,000,000" appearing
in clause (ii)(a) of the definition of "Permitted Acquisition" as the dollar
limitation on Acquisition Cost for any one Acquisition, and the amount
"$3,000,000" appearing in clause (ii)(b) of the definition of "Permitted
Acquisition" as the dollar limitation on Acquisition Cost for all Acquisitions
in any one calendar, are hereby deleted and the amounts "$2,500,000" and
"$5,000,000", respectively, are substituted in lieu thereof.
(d) The definition of "Maintenance Capital Expenditures" appearing in
Section 1.1 of the Agreement is hereby deleted.
(e) The definition of "Consolidated EBITDA" appearing in Section 1.1 of
the Agreement is amended by inserting the word "Consolidated" immediately prior
to "Interest Expense" in clause (ii) thereof.
(f) The definition of "Obligations" appearing in Section 1.1 of the
Agreement is hereby amended by adding the following sentence at the end thereof:
For the avoidance of doubt and without limiting the generality of the
foregoing, the Obligations of the Borrower or any Guarantor under the
Loan Documents (and which obligations are covered by the Guarantees and
secured by the Security Documents) shall include, without limitation,
all obligations and exposure of the Borrower or any Guarantor arising
out of, under, based upon or relating to (i) any Swap Contract of the
Borrower or any Guarantor to which the Bank or any of its Affiliates is
a party, and (ii) any cash management or treasury management
arrangements provided by the Bank or its Affiliates.
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(g) Section 2.1(a) of the Agreement is amended in its entirety to read
as follows:
(a) Subject to the terms and conditions hereof, the Bank
agrees to make revolving credit loans to the Borrower (the "Revolving
Credit Loans") and issue SBLCs for the account of the Borrower from
time to time during the Commitment Period of which the aggregate
principal amount of (i) Revolving Credit Loans and SBLCs at any one
time outstanding shall not exceed the lesser of (x) $10,000,000 or (y)
the Borrowing Base and (ii) SBLCs at any one time outstanding shall not
exceed Two Million and 00/100 Dollars ($2,000,000.00), as such amounts
may be reduced as provided in this Agreement (the "Commitment"). During
the Commitment Period the Borrower may use the Commitment (i) for
obtaining Revolving Credit Loans by borrowing, prepaying in whole or in
part and reborrowing on a revolving basis, all in accordance with the
terms and conditions hereof and (ii) for the issuance of SBLCs by the
issuance, repayment and/or termination in whole or in part and
reissuance on a revolving basis, all in accordance with the terms and
conditions hereof.
(h) Section 2.4(a) of the Agreement is amended in its entirety to read
as follows:
(a) SBLCs Fees. The Borrower agrees to pay for the issuance of
each SBLCs (A) a per annum fee equal to the product of the face amount
of such SBLC and the Applicable Margin then existing for Revolving
Credit Loans, such fee to be payable on the issuance thereof and (B)
any other standard fees and commissions routinely charged in connection
therewith.
(i) Section 2.5(a) of the Agreement is amended by adding the following
sentence at the end thereof:
For the avoidance of doubt, the face amount of SBLCs then
outstanding shall constitute utilization of the Commitment for purposes
of calculating the commitment fee on the unused portion of the
Commitment hereunder.
(j) Section 2.8 of the Agreement is amended in its entirety to read as
follows:
2.8 Term Loan. The Bank extended a term loan to the Borrower
pursuant to the terms of the Original Agreement and this Agreement and
as of the date of Amendment No. 5 such term loan had an outstanding
principal balance of $3,162,500. On the date that Amendment No. 5
becomes effective in accordance with its terms, the Bank hereby agrees
to increase the amount of such term loan by $6,837,500 and extend an
amended and restated term loan to the Borrower in an aggregate
principal amount of $10,000,000 (such increased and amended and
restated term loan shall, for all purposes of this Agreement and the
other Loan Documents, be referred to as the "Term Loan;" whenever the
Term Loan is referred to in the Agreement or any of the other Loan
Documents, it shall be deemed to be such increased and amended and
restated Term Loan). The Term Loan shall be evidenced by, among other
things, an amended and restated term note substantially in the form of
Exhibit B to Amendment No. 5 and dated the date of Amendment No. 5,
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(the "Term Note;" whenever the Term Note is referred to in the
Agreement or any of the other Loan Documents, it shall be deemed to be
such increased and amended and restated Term Note). The Term Loan shall
be payable in sixty (60) consecutive monthly principal installments as
follows: the first fifty-nine (59) principal installments shall each be
in an amount equal to One Hundred Nineteen Thousand Forty-Seven Dollars
and 62/100 ($119,047.62) and shall be payable on the last day of each
calendar month commencing January 31, 2006 and the sixtieth (60th) and
final principal installment shall be in an amount equal to the then
remaining unpaid principal balance and shall be due and payable,
together with all accrued and unpaid interest, on December 31, 2010.
The Term Note shall bear interest on the unpaid principal amount
thereof from time to time outstanding at a rate per annum, to be
elected pursuant to the provisions of this Agreement equal to either
(i) LIBOR plus the Applicable Margin, or (ii) the Prime Rate (which
interest rate shall change when and as the Prime Rate changes) plus the
Applicable Margin. In all cases interest shall be computed on the basis
of a 360-day year for actual days elapsed and shall be payable as
provided in this Agreement. After any stated or accelerated maturity
thereof, the Term Note shall bear interest at the increased rate set
forth in this Agreement.
(k) Section 6(a) of the Agreement is amended to read in its entirety as
follows: (a) Intentionally Omitted.
(l) Section 6(b) of the Agreement is amended in its entirety to read as
follows:
(b) Minimum Liquidity: at all times, minimum cash and Cash
Equivalents in an aggregate amount of not less than $5,000,000.
(m) Section 6(c) of the Agreement is amended to read in its entirety as
follows:
(c) Leverage Ratio: A Leverage Ratio in a proportion not
greater than (i) 2.25 to 1.00 from the date of Amendment ▇▇. ▇ ▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) 2.00 to 1.00 from December 31,
2006 through and including September 30, 2007, (iii) 1.75 to 1.00 from
December 31, 2007 through and including September 30, 2008, or (iv)
1.50 to 1.00 from December 31, 2008 through the last day of each fiscal
quarter thereafter.
(n) Section 6(d) of the Agreement is amended to read in its entirety as
follows:
(d) Total Funded Debt Ratio: A Total Funded Debt Ratio in a
proportion not greater than (i) 3.25 to 1.00 from the date of Amendment
▇▇. ▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) 3.00 to 1.00 from
December 31, 2006 through and including September 30, 2007, (iii) 2.75
to 1.00 from December 31, 2007 through and including September 30,
2008, or (iv) 2.50 to 1.00 from December 31, 2008 through the last day
of each fiscal quarter thereafter.
(o) All references in the Agreement or in any other Loan Document to
"Fleet National Bank" or to "Fleet National Bank, a Bank of America company" are
hereby amended to read "Bank of America, N.A., successor by merger to Fleet
National Bank.
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(p) Section 8 of the Agreement is amended by adding the word "or" at
the end of paragraph (m), and adding a new Event of Default paragraph (n)
immediately thereafter, to read as follows:
(n) there occurs under any Swap Contract an Early Termination
Date (as defined in such Swap Contract) resulting from (A) any event of
default under such Swap Contract as to which any Specified Person is
the Defaulting Party (as defined in such Swap Contract) or (B) any
Termination Event (as so defined) under such Swap Contract as to which
any Specified Person is an Affected Party (as so defined) and, in
either event, the Swap Termination Value owed by such Specified Person
as a result thereof is greater than $50,000;
3. Representations. The Borrower hereby represents and warrants to the
Bank that:
(a) Each and every of the representations and warranties set
forth in the Agreement and/or the documents executed pursuant thereto or in
connection therewith 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. Acknowledgments. All obligations in connection with the Agreement
are and shall continue to be (i) secured by the collateral referenced in the
Agreement and more fully described in one or more security agreements in favor
of the Bank and (ii) guaranteed by the Guarantors referenced in the Agreement
pursuant to Guarantees in favor of the Bank.
5. Guarantor Reaffirmation. By their execution of this Amendment in the
space provided below, each of the Guarantors indicated below hereby consent to
this Amendment and reaffirm their continuing liability under their respective
Guarantees, in respect of the Agreement as amended hereby and all the documents,
instruments and agreements executed pursuant thereto or in connection therewith,
without offset, defense or counterclaim (any such offset, defense or
counterclaim as may exist being hereby irrevocably waived by such Guarantors).
6. Miscellaneous. 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 Amendment.
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7. Effectiveness. This Amendment shall be effective as of the date
first above written; provided that this Amendment shall not be effective unless
and until (i) the Bank shall have received counterparts of this Amendment, the
amended and restated Revolving Credit Note (substantially in the form of Exhibit
A hereto) and the amended and restated Term Note (substantially in the form of
Exhibit B hereto), each duly signed by the Borrower, (ii) the Borrower shall
have paid all of the fees and expenses of the Bank's outside counsel in
connection with the preparation and negotiation of this Amendment and the
documents related thereto, (iii) the Borrower shall have paid to the Bank, for
its own account, a nonrefundable facility fee in the amount of (A) $37,500 on
account of the revolving credit facility and (B) $37,500 on account of the term
loan, (iv) the Bank shall have received a security agreement, in form and
substance reasonably satisfactory to the Bank, from each Guarantor and from each
of the medical practices from whom the Borrower (or any Guarantor) purchases
accounts receivable, (v) the Bank shall have received an opinion of counsel to
the Borrower, in form and substance reasonably satisfactory to the Bank, as to
certain matters with respect to each medical practice's security agreement and
(vi) the Bank shall have received evidence of such proper corporate
organization, existence, authority and appropriate corporate proceedings with
respect to the Borrower and the matters addressed by this Amendment and the
documents, instruments and agreements executed pursuant hereto or in connection
herewith, and such other certificates, instruments, and documents as the Bank
shall reasonably request.
8. Counterparts. This Amendment may be executed by the parties hereto
individually or in any combination, in one or more counterparts, each of which
shall be an original and all of which shall together constitute one and the same
agreement.
[Balance of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this 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/▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Senior Vice President and
Chief Financial Officer
BANK OF AMERICA, N.A.,
successor by merger to Fleet National Bank
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
-8-
Each of the Guarantors indicated below hereby consents to the foregoing
Amendment and reaffirms its continuing liability under its respective Guarantees
in respect of the Agreement as amended thereby and all the documents,
instruments and agreements executed pursuant thereto or in connection therewith,
without offset, defense or counterclaim (any such offset, defense or
counterclaim as may exist being hereby irrevocably waived by such guarantors).
INTEGRAMED PHARMACEUTICAL SERVICES, INC.
By:/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President
INTEGRAMED FINANCIAL SERVICES, INC.
By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title: Vice President
REPRODUCTIVE PARTNERS, INC.
By:_________________________________________
Name:
Title:
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EXHIBIT A
FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE
REVOLVING CREDIT NOTE
$10,000,000.00 December __, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC., a Delaware corporation (the "Borrower"), for
value received, hereby promises to pay to the order of BANK OF AMERICA, N.A.,
successor by merger to Fleet National Bank (the "Bank") on the Termination Date,
as such term is defined in the Loan Agreement dated as of September 28, 2001,
between the Borrower and the Bank, as amended from time to time (as so amended
the "Agreement"; terms defined in the Agreement shall have their defined
meanings when used in this Note), at the office of the Bank specified in Section
10.1 of the Agreement, in lawful money of the United States of America and in
immediately available funds the principal amount of TEN MILLION and 00/100
DOLLARS ($10,000,000.00) or, if less than such principal amount, the aggregate
unpaid principal amount of all Loans made by the Bank to the Borrower pursuant
to Section 2.1(a) of the Agreement. The Borrower further promises to pay
interest in like money on the unpaid principal balance of this Note from time to
time outstanding at an annual rate as selected by the Borrower pursuant to the
terms of Section 2.2 of the Agreement. Interest shall be computed on the basis
of a 360-day year for actual days elapsed and shall be payable as provided in
the Agreement. All Loans made by the Bank pursuant to subsection 2.1(a) of the
Agreement and all payments of the principal thereon may be endorsed by the
holder of this Note on the schedule annexed hereto, to which the holder may add
additional pages. The aggregate net unpaid amount of Loans set forth in such
schedule shall be presumed to be the principal balance hereof. After the stated
or any accelerated maturity hereof, this Note shall bear interest at an
increased rate as set forth in the Agreement, payable on demand, but in no event
in excess of the maximum rate of interest permitted under applicable law.
This Note is the Revolving Credit Note referred to in the Agreement,
and is entitled to the benefits thereof and may be prepaid, and is required to
be prepaid, in whole or in part (subject to the indemnity provided in the
Agreement) as provided therein. Upon the occurrence of any one or more of the
Events of Default specified in the Agreement, all amounts then remaining unpaid
on this Note may be declared to be immediately due and payable as provided in
the Agreement. This Note is secured by the collateral described in each Security
Agreement.
This Note shall be construed in accordance with and governed by the
laws of the State of New York.
This Note shall replace and supersede the $7,000,000 Revolving Credit
Note made by the Borrower to the order of the Bank dated as of July 31, 2003
(the "Prior Note"); provided, however, that the execution and delivery of this
Note shall not in any circumstance be deemed to have terminated, extinguished or
discharged the Borrower's indebtedness under such Prior Note, all of which
indebtedness shall continue under and be governed by this Note and the
documents, instruments and agreements executed pursuant hereto or in connection
herewith. This Note is a replacement, consolidation, amendment and restatement
of the Prior Note and IS NOT A NOVATION. The Borrower shall also pay and this
Note shall also evidence any and all unpaid interest on all Revolving Credit
Loans made by the Bank to the Borrower pursuant to Prior Note, and at the
interest rate specified therein, for which this Note has been issued as
replacement therefor.
INTEGRAMED AMERICA, INC.
By:/s/▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
-------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title:Senior Vice President and
Chief Financial Officer
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SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO REVOLVING CREDIT NOTE
INTEGRAMED AMERICA, INC.
TO
BANK OF AMERICA, N.A.
Last Day Balance
Amount Interest of Interest Principal Remaining Notation
Date of Loan Period Paid Unpaid Made By
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EXHIBIT B
FORM OF AMENDED AND RESTATED TERM NOTE
TERM NOTE
$10,000,000.00 December __, ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, INC., a Delaware corporation (the "Borrower"), for
value received, hereby promises to pay to the order of BANK OF AMERICA, N.A.,
successor by merger to Fleet National Bank (the "Bank") at its office specified
in Section 10.1 of the Loan Agreement dated as of September 28, 2001 between the
Borrower and the Bank, as amended from time to time (as so amended the
"Agreement"; terms defined in the Agreement shall have their defined meanings
when used in this Note) in lawful money of the United States and in immediately
available funds, the principal sum of Ten Million and 00/100 Dollars
($10,000,000), payable in sixty (60) consecutive monthly principal installments
as follows: the first fifty-nine (59) principal installments shall each be in an
amount equal to One Hundred Nineteen Thousand Forty-Seven Dollars and 62/100
($119,047.62) and shall be payable on the last day of each calendar month
commencing January 31, 2006 and the sixtieth (60th) and final principal
installment shall be in an amount equal to the then remaining unpaid principal
balance and shall be due and payable, together with all accrued and unpaid
interest, on December 31, 2010.
In addition to such principal payments, the Borrower further promises
to pay interest at said office in like money on the unpaid principal balance of
this Note from time to time outstanding (computed on the basis of a 360 day year
for actual days elapsed) at an annual rate as selected by the Borrower pursuant
to the terms of Article 2 of the Agreement. Interest shall be payable as
provided in the Agreement. Whenever the entire unpaid principal amount of this
Note becomes due and payable (whether at the stated maturity hereof, by
acceleration or otherwise) interest hereon shall thereafter be payable on demand
at a rate as set forth in the Agreement, but in no event in excess of the
maximum rate of interest permitted under any applicable law.
This Note is the Term Note referred to in the Agreement, and is
entitled to the benefits and subject to the terms thereof and may be prepaid in
whole or in part (subject to the indemnity provided in the Agreement) as
provided therein. This Note is secured by the Collateral described in each
Security Agreement.
Upon the occurrence of any one or more of the Events of Default
specified in the Agreement, all amount then remaining unpaid under the Note may
be declared immediately due and payable as provided in the Agreement.
This Note shall be construed in accordance with and governed by the
laws of the State of New York.
This Note shall replace and supersede the $5,750,000 Term Note made by
the Borrower to the order of the Bank dated as of July 31, 2003 (the "Prior
Note"); provided, however, that the execution and delivery of this Note shall
not in any circumstance be deemed to have terminated, extinguished or discharged
the Borrower's indebtedness under such Prior Note, all of which indebtedness
shall continue under and be governed by this Note and the documents, instruments
and agreements executed pursuant hereto or in connection herewith. This Note is
a replacement, increase, consolidation, amendment and restatement of the Prior
Note and IS NOT A NOVATION. The Borrower shall also pay and this Note shall also
evidence any and all unpaid interest on the Term Loan made by the Bank to the
Borrower pursuant to Prior Note, and at the interest rate specified therein, for
which this Note has been issued as replacement therefor.
INTEGRAMED AMERICA, INC.
By:/s/▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
--------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
Title:Senior Vice President and
Chief Financial Officer
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