SECOND AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
Second Amendment (this "Amendment") entered into as of July 31, 2003
between INTEGRAMED AMERICA, INC. (the "Borrower") and 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 thereto dated as of September 16, 2002 (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 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:
"Acquisition" shall mean the acquisition by purchase or
otherwise of the business or assets of or Capital Stock of another
Person.
"Acquisition Cost" shall mean with respect to any otherwise
Permitted Acquisition, the sum of (i) all cash consideration paid or
agreed to be paid by the acquirer to make such Acquisition (inclusive
of payments by such person of the seller's professional fees and
expenses and other out-of-pocket expenses in connection therewith),
plus (ii) the fair market value of all non-cash consideration paid by
such person in connection therewith, plus (iii) an amount equal to the
principal or stated amount of all liabilities assumed or incurred by
such person in connection therewith, plus (iv) any optional or
mandatory capital contributions made to such entity by such person. The
principal or stated amount of any liability assumed or incurred by an
acquirer in connection with an Acquisition which is a contingent
liability shall be an amount equal to the stated amount of such
liability or, if the same is not stated, the maximum reasonably
anticipated amount payable by such person in respect thereof as
determined by such person in good faith.
"Amendment 2" shall mean that certain Second Amendment to this
Agreement between the Borrower and the Bank dated as of July 31, 2003.
"Consolidated Net Worth" shall mean at any date of
determination, the sum of capital surplus, earned surplus (or
accumulated deficit), the par value of each class of capital stock
multiplied by the number of outstanding shares of such class of capital
stock and additional paid-in capital of the Borrower and its
Subsidiaries on a Consolidated basis.
"Maintenance Capital Expenditures" shall mean Capital
Expenditures made by the Borrower to maintain its existing businesses
and shall not include Capital Expenditures made by the Borrower in
connection with mergers, acquisitions (of businesses and/or business
facilities) and other similar Capital Expenditures made by the Borrower
for new businesses or for the growth of its existing businesses;
provided, that, in no event shall Maintenance Capital Expenditures be
less than $1,000,000.
"Permitted Acquisition" shall mean an Acquisition that
satisfies each of the following conditions: (i) the entire business or
assets acquired or business of the entity whose Capital Stock is
acquired shall be substantially similar to the Borrower's line of
business as conducted on the date hereof; (ii) (a) the Acquisition Cost
with respect to any one Acquisition shall not exceed $1,000,000 and (b)
the Acquisition Cost with respect to all Acquisitions in any one
calendar year shall not exceed $3,000,000; (iii) neither the Borrower
nor such acquiree has incurred any additional Indebtedness to finance,
or otherwise in connection with, such Acquisition, whether in the form
of seller notes, third party Indebtedness or otherwise to the extent
same would cause the Acquisition Cost to exceed the limitations set
forth in "(ii)" of this definition; (iv) said Acquisition shall either
be of the Capital Stock of or all or substantially all of the business
assets of an acquired corporate business entity (or equivalent
interests in another limited liability entity) or shall be structured
(by merger, consolidation or otherwise); (v) at the time of such
Acquisition no Default or Event of Default exists and no Default or
Event of Default would occur after giving effect to such Acquisition;
(vi) the Borrower shall have delivered to the Bank, not less than 10
days prior to the consummation of such Acquisition, (A) a certificate
of a financial officer of the Borrower, in all respects reasonably
satisfactory to the Bank and dated the date of such consummation,
attaching a pro-forma compliance certificate (in a format satisfactory
to the Bank) evidencing compliance with Section 6 of this Agreement
(subsections 6(a), 6(b), 6(c), 6(d) and 6(e) of this Agreement; as the
same may be amended from time to time) after giving effect to such
Acquisition and based on the most recent financial statements delivered
to the Bank pursuant to this Agreement; provided, that, as to such
financial covenants (and any other financial covenants now or hereafter
applying to the facilities described in this Agreement), all of such
covenants shall be deemed amended to require compliance as to the
Borrower with the entity acquired in the Acquisition, (B) copies of the
purchase or merger agreement or any other material documents executed
in connection with the Acquisition, (C) if the Acquisition is an
Acquisition of the Capital Stock of a Person, (w) copies of the
resolutions of the of the Board of Directors (or similar governing
body) of such new Subsidiary authorizing the execution, delivery and
performance of its respective Guarantee and other Loan Documents to
which it is a party, certified respectively by an authorized officer of
such new Subsidiary, (x) a certificate of an authorized officer of such
new Subsidiary certifying the names and true signatures of the officers
of new Subsidiary to sign any and all documents to be delivered by new
Subsidiary or as required or contemplated hereunder, (y) the
organizational documents of such new Subsidiary, all of which shall be
in form and substance satisfactory to the Bank and certified as true
and correct by an authorized officer of such new Subsidiary and (z) a
good standing certificate as of the dates not more than twenty (20)
days prior to the date of delivery thereof to the Bank from the
Secretary of State of the respective state of organization of such new
Subsidiary and each state in which it is qualified to do business and
(D) satisfactory Uniform Commercial Code and other searches with
respect to the acquiree; (vii) the Acquisition shall have the approval
of the target company's board of directors (or similar governing body);
(viii) the Bank shall have received such other information or documents
as it shall have reasonably requested in connection with such
Acquisition; (ix) the Acquisition shall have been consummated in
accordance with the definitive acquisition agreement, without any
waiver or amendment of any material term or condition therein not
consented to by the Bank and in compliance with all applicable laws and
all necessary approvals, except where the failure to so comply could
not reasonably be expected to have a material adverse effect on the
acquiree or on the Borrower; (x) the Borrower shall have complied with
any applicable state takeover law and any applicable supermajority
charter provisions and (xi) all governmental and third-party consents
and approvals necessary in connection with each aspect of the
Acquisition shall have been obtained (without the imposition of any
unreasonable conditions) and shall remain in effect, except where the
failure to obtain same could not reasonably be expected to have a
material adverse effect on the acquiree or on the Borrower; all
applicable waiting periods shall have expired or been terminated or
waived without any material adverse action being taken by any authority
having jurisdiction; and no law or regulation shall be applicable that
restrains, prevents or imposes material adverse conditions upon any
aspect of the Acquisition.
"Total Funded Debt Ratio" shall mean at any date of
determination, the ratio of (i) Consolidated Funded Debt as of such
date to (ii) Consolidated EBITDA for the four fiscal quarter period
ending on such date or, if such date is not the last day of a fiscal
quarter, for the immediately preceding four fiscal quarter period.
(b) The following terms defined in Section 1.1 of the Agreement shall be amended
to read in their entirety as follows:
"Applicable Margin" shall apply to both Revolving Credit Loans
and the Term Loan 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 below is in
effect, the percentage set forth below next to such Pricing Level and
under the applicable column:
Fluctuating Rate Loans LIBOR Loans
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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) commencing on the date of Amendment 2 and ending on the
day after the date of delivery of the first such financial
statements/certificate, Pricing Level II shall apply.
"Borrowing Base" shall mean at any time (A) the sum of (i) 55%
of the Borrower's Eligible Accounts Receivable at such time, plus (ii)
25% of the book value, net of depreciation, of the Borrower's fixed
assets ("fixed assets" determined in accordance with GAAP), minus (B)
the outstanding principal balance of the Term Loan at the time of
calculation of the Borrowing Base.
"Consolidated Debt Service" shall be determined as of the last
day of each fiscal quarter of the Borrower and shall mean the sum of
(i) Consolidated Interest Expense for the consecutive twelve-month
period computed from the last day of such fiscal quarter to the day 12
months prior to such last day and (ii) all scheduled payments of
principal on Consolidated Funded Debt required to be made during the
four quarters immediately following such last day of such fiscal
quarter, including payments made on account of Capitalized Leases.
"Consolidated EBITDA" shall mean, with respect to the Borrower
and its Subsidiaries for any period, the sum of (i) Adjusted Net
Income, (ii) Interest Expense, (iii) depreciation, amortization and
other non-cash charges and (iv) provision for Federal, state and local
income taxes, in each case of the Borrower and its Subsidiaries on a
consolidated basis for such period, computed in accordance with GAAP;
provided, that, with respect to Network Sites owned by the Borrower for
less than 12 months, "Consolidated EBITDA" shall be the sum of (A)
Consolidated EBITDA (as determined above) for each full month the
Network Site was owned by the Borrower for which the Bank has received
financial statements, plus (B) pro forma Consolidated EBITDA (as
determined above) for that number of months immediately prior to the
Borrower's acquisition equal to 12 months minus the number of months
the Network Site was owned by the Borrower as calculated by the
Borrower in good faith and satisfactory to the Bank.
"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) Maintenance 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.
"Termination Date" shall mean June 30, 2006 or, if such date
is not a Business Day, the Business Day next succeeding such date.
(c) The definition of "Eligible Accounts Receivable" contained in Section 1.1 of
the Agreement is amended by replacing the phrase "(i) which do not remain unpaid
for more than 90 days from the original date of invoice," with the following
phrase:
(i) which do not remain unpaid for more than 90 days from the original
date of invoice, unless the Account Debtor is a licensed insurance
company, in which case such Account shall not remain unpaid for more
than 120 days from the original date of invoice,
(d) Section 2.8 of the Agreement is amended to read in its entirety 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 2 such term loan had an outstanding
principal balance of $750,000. On the date that Amendment 2 becomes
effective in accordance with its terms, the Bank hereby agrees to
increase the amount of such term loan by $5,000,000 and extend an
amended and restated term loan to the Borrower in an aggregate
principal amount of $5,750,000 (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 2 and dated the date of Amendment 2, (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 such increased and amended
and restated Term Note). The Term Loan shall be payable in twelve (12)
consecutive quarterly principal installments as follows: the first
eleven (11) principal installments shall each in an amount equal to Two
Hundred Eighty Seven Thousand Five Hundred Dollars and 00/100
($287,500.00) and shall be payable on the last day of each December,
March, June and September commencing September 30, 2003 and the twelfth
(12th) 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 June 30,
2006. 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.
(e) Section 5.9 of the Agreement is amended to read in its entirety as follows:
5.9 Examination of Books and Records. Permit the Bank or its
designee to conduct an examination of the Borrower's books and records
and the books and records of each Network Site (subject to applicable
laws and regulations relating to patient confidentiality, with the cost
of one such examination in each calendar year being borne by the
Borrower (unless a Default or Event of Default shall have occurred and
is continuing, in which case the cost of all such examinations shall be
borne by the Borrower).
(f) Section 6(a) of the Agreement is amended to read in its entirety as follows:
(a) Minimum Net Worth: Consolidated Net Worth in an amount
equal to $26,728,000, which minimum amount shall increase automatically
on a cumulative basis on the last day of each fiscal quarter, beginning
with the fiscal quarter ending December 31, 2002, by the sum of (i) 50%
of cumulative net income (without any deduction for loss) for the
fiscal quarter then ending, and (ii) 80% of the aggregate net proceeds
from any issuance of Capital Stock by the Borrower or any of its
Subsidiaries during the fiscal quarter then ending.
(g) Section 6(b) of the Agreement is amended to read in its entirety as follows:
(b) Minimum Consolidated EBITDA: Consolidated EBITDA of not
less than $5,000,000.
(h) 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) 2.00 to 1.00 from the date of this Agreement through
and including March 31, 2004, or (ii) 1.75 to 1.00 from June 30, 2004
through and including March 31, 2005, or (iii) 1.50 to 1.00 from June
30, 2005 through the last day of each fiscal quarter thereafter.
(i) 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) 3.00 to 1.00 from the date of this
Agreement through and including March 31, 2004, or (ii) 2.75 to 1.00
from June 30, 2004 through and including March 31, 2005, or (iii) 2.50
to 1.00 from June 30, 2005 through the last day of each fiscal quarter
thereafter.
(j) Section 7.1 of the Agreement is amended to read in its entirety as follows:
7.1 Indebtedness. Incur, or permit to exist, any Indebtedness
except (i) Indebtedness incurred pursuant to borrowings hereunder and
under any other loans made by the Bank in its discretion to the
Borrower or any Subsidiary, (ii) Indebtedness existing on the date
hereof and reflected in the financial statements referred to in Section
3.1 hereof, (iii) Indebtedness incurred after the date of this
Agreement in an aggregate amount not in excess of $1,000,000 in any
fiscal year and not in excess of $2,500,000 in the aggregate at any
time outstanding; provided, that, same is incurred in connection with
the acquisition of fixed assets and (iv) unsecured Subordinated Debt in
an aggregate principal amount at any one time outstanding not in excess
$10,000,000; provided such Subordinated Debt is completely subordinated
to all of the Obligations pursuant to a subordination agreement in form
and substance satisfactory to the Bank.
(k) Section 7.2 of the Agreement is amended to read in its entirety as follows:
7.2 Mergers, Acquisitions and Sales of Assets. Enter into any
merger or consolidation or liquidate, windup or dissolve itself or
sell, transfer or lease or otherwise dispose of all or any substantial
part of its assets (other than sales of inventory and obsolescent
equipment in the ordinary course of business) or acquire by purchase or
otherwise the business or assets of, or stock of, another business
entity; except (i) the Borrower may make any Permitted Acquisition
(provided that not more than $4,000,000 in Revolving Credit Loans shall
be extended by the Bank to the Borrower to finance the Acquisition Cost
of Permitted Acquisitions, with respect to all such Permitted
Acquisitions in the aggregate made at any time this Agreement remains
in effect) and (ii) any Subsidiary may merge into or consolidate with
any other Subsidiary which is wholly-owned by the Borrower and any
Subsidiary which is wholly-owned by the Borrower may merge with or
consolidate into the Borrower provided that the Borrower is the
surviving corporation.
(l) Subsection 7.4(iv) of the Agreement is amended to read in its entirety as
follows:
(iv) purchase money Liens granted to secure the unpaid
purchase price of any fixed assets purchased within the limitations of
Section 7.1(iii) hereof
(m) Section 7.8 of the Agreement is amended to read in its entirety as follows:
7.8 [Intentionally Omitted.]
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 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. 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. 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. 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.
7. 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 facility
fee in the amount of (A) $60,000 on account of the revolving credit facility and
(B) $20,000 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 of the medical practices from whom the Borrower 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. 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]
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/John W. Hlywak, Jr.
---------------------------------
Name: John W. Hlywak, Jr.
Title: Senior Vice President and
Chief Financial Officer
FLEET NATIONAL BANK
By:/s/Thomas G. Carley
--------------------------------
Name: Thomas G. Carley
Title: Senior Vice President
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).
INTEGRAMED PHARMACEUTICAL SERVICES, INC.
By:/s/John W. Hlywak, Jr.
-------------------------------
Name: John W. Hlywak, Jr.
Title: Vice President
INTEGRAMED FINANCIAL SERVICES, INC.
By: /s/John W. Hlywak, Jr.
------------------------------
Name: John W. Hlywak, Jr.
Title: Vice President
EXHIBIT A
FORM OF AMENDED AND RESTATED REVOLVING CREDIT NOTE
REVOLVING CREDIT NOTE
$7,000,000.00 White Plains, New York
July 31, 2003
INTEGRAMED AMERICA, INC., a Delaware corporation (the "Borrower"), for
value received, hereby promises to pay to the order of 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
SEVEN MILLION and 00/100 DOLLARS ($7,000,000.00) 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 Revolving Credit Note made by
the Borrower to the order of the Bank dated as of September 28, 2001 (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/John W. Hlywak, Jr.
-------------------------
Name: John W. Hlywak, Jr.
Title: Senior Vice President and
Chief Financial Officer
SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
TO AMENDED AND RESTATED REVOLVING CREDIT NOTE DATED
JULY 31, 2003
INTEGRAMED AMERICA, INC.
TO
FLEET NATIONAL BANK
Last Day Balance
Amount Interest of Interest Principal Remaining Notation
Date of Loan Period Period Paid Unpaid Made By
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EXHIBIT B
FORM OF AMENDED AND RESTATED TERM NOTE
TERM NOTE
$5,750,000.00 White Plains, New York
July 31, 2003
INTEGRAMED AMERICA, INC., a Delaware corporation (the "Borrower"), for
value received, hereby promises to pay to the order of 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 Five Million
Seven Hundred Fifty Thousand and 00/100 Dollars ($5,750,000), payable in twelve
(12) consecutive quarterly principal installments as follows: the first eleven
(11) principal installments shall each in an amount equal to Two Hundred Eighty
Seven Thousand Five Hundred Dollars and 00/100 ($287,500.00) and shall be
payable on the last day of each December, March, June and September commencing
September 30, 2003 and the twelfth 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 June 30, 2006. 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 Term Note made by the
Borrower to the order of the Bank dated as of September 11, 1998 (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/John W. Hlywak, Jr.
-------------------------
Name: John W. Hlywak, Jr.
Title: Senior Vice President and
Chief Financial Officer