July 16, 1998
IntegraMed America, Inc.
One Manhattenville Road
Purchase, New York 10577-2100
Gentlemen:
We are pleased to advise you that Fleet Bank, National Association (the
"Bank") has approved for IntegraMed America, Inc. (the "Company") a $4,000,000
three year working capital revolving credit facility, a $5,000,000 three year
acquisition revolving credit facility and a $4,000,000 five and one-half year
term loan, each subject to the following terms and conditions (the
"Commitment"):
Borrower: IntegraMed America, Inc.
Facility:
Subject to the limitation on indebtedness discussed below:
A. $4,000,000 three-year revolving credit facility to provide additional
working capital (the "W/C Revolver").
B. $5,000,000 three-year revolving credit facility for future permitted
acquisitions of Network Sites and related fixed assets (the
"Acquisition Revolver").
C. $4,000,000 five and one-half year term loan (the "Term Loan") to
refinance existing indebtedness owing to First Union National Bank and
a portion of the costs associated with the Company's acquisition of
Reproductive Health Associates of Minneapolis.
(A, B and C are at times individually referred to as a "Loan" and collectively
as the "Loans" and the three facilities described above may be collectively
referred to as the "Facility").
Interest Rates and Interest Periods:
At the Company's option, any advance made to it will be available at the rates
and for the Interest Periods stated below:
(a) Prime Rate - a fluctuating rate equal to (i) the Bank's "Prime
Rate" (360 day basis) plus (ii) the Applicable Margin. Interest based on the
Prime Rate shall be payable monthly in arrears. Loans bearing interest at this
rate are referred to herein as "Prime Loans."
(b) LIBOR - a periodic fixed rate equal to (i) LIBOR (360 day basis)
plus (ii) the Applicable Margin. Loans bearing interest at this rate are
referred to herein as "LIBOR Loans."
Interest Periods for LIBOR Loans shall be one, two, three or six months, as
selected by the Company. Interest based on LIBOR shall be payable in arrears on
the last day of the applicable Interest Period provided that, in the case of
interest periods in excess of three months, interest shall be payable at the end
of each three month interval of such interest period.
(c) The "Applicable Margin" with respect to LIBOR Loans and Prime
Loans means at any time and from time to time the rate per annum above Fleet's
Prime Rate, or LIBOR, as the case may be, based upon a leverage test of
Consolidated Senior Funded Debt to EBITDA, as follows:
(a) Acquisition Revolver:
Applicable Margin for Applicable Margin
Consolidated Senior Funded Debt/EBITDA Prime Loans for LIBOR Loans
-------------------------------------- --------------------- -----------------
Level I Greater than 1.50 to 1.00 0.25% 3.00%
Level II Equal to or less than 1.50 to 1.00 but 0.00% 2.75%
greater than 1.00 to 1.00
Level III Less than or equal to 1.00 to 1.00 0.00% 2.25%
(b) Term Loan and W/C Revolver:
Applicable Margin for Applicable Margin
Consolidated Senior Funded Debt/EBITDA Prime Loans for LIBOR Loans
-------------------------------------- --------------------- ------------------
Level I Greater than 1.50 to 1.00 0.00% 2.75%
Level II Equal to or less than 1.50 to 1.00 but 0.00% 2.50%
greater than 1.00 to 1.00
Level III Less than or equal to 1.00 to 1.00 0.00% 2.25%
During the continuance of any default under the loan documentation, the
Applicable Margins on all obligations owing under the loan
documentation shall increase by 4% per annum.
Pricing Adjustments:
The adjustments are based on the ratio of Consolidated Senior Funded Debt to
EBITDA for the four fiscal quarters preceding such adjustment. Adjustments will
become effective upon the delivery of the quarterly financial statements
evidencing the right to such adjustment. From the Closing Date to the date of
delivery of Borrower's March 31, 1999 financial statements, the Applicable
Margin shall be at Level I as shown in the table above.
All payments (including prepayments) to be made by the Company on account of
principal or interest with respect to any Loan or on account of fees or any
other obligations of the Company to the Bank hereunder shall be made to the Bank
in lawful money of the United States of America in immediately available funds.
Fees:
There shall be a $25,500 origination fee payable for the W/C Revolver, a $25,500
origination fee payable for the Acquisition Revolver and a $49,000 origination
fee payable for the Term Loan. Such fees shall be payable as follows: 15%
(aggregate $15,000) of each fee has already been paid to the Bank, 35% of each
fee (aggregate $35,000) shall be payable upon acceptance of the Commitment and
the 50% balance of each fee (aggregate $50,000) shall be payable upon the
Closing. The Company agrees that the aggregate $35,000 fee payable upon
acceptance of the Commitment and the aggregate $15,000 previously paid to the
Bank have been earned by the issuance of the Commitment and are non-refundable
whether or not the facility described herein is closed.
There shall be commitment fees equal to .25% per annum of the average daily
unused portion of the W/C Revolver and .20% per annum of the daily unused
portion of the Acquisition Revolver, payable quarterly in arrears. Such fees
shall be increased by an amount sufficient to compensate the Bank for any
increased capital requirement imposed by law or regulation with respect to the
Bank's obligation under the revolving credit commitments.
Fees and Expenses:
The Company shall pay the fees of the Bank's counsel and all expenses incurred
by the Bank relating to the Loans, including, without limitation, appraisal
fees, examination fees, search fees and filing fees. Such expenses shall be
payable even if the transaction is not closed. The legal fees are not expected
to exceed $20,000 plus disbursements.
Limitation on Indebtedness (Borrowing Base):
The outstanding amount of all borrowings under the W/C Revolver shall at no time
exceed in the aggregate 50% of Eligible Receivables. Such percentage may be
adjusted downward based on the Bank's examination of the Company's books and
records. As used herein "Eligible Receivables" means the Company's then
outstanding accounts receivable less than 90 days past due and otherwise
satisfying the Bank's standard criteria, as reasonably agreed upon between the
Company and the Bank prior to closing.
W/C Revolver and Acquisition Revolver Availability:
In multiple drawings from time to time. Each borrowing shall be in amounts
agreed between the Bank and the Company as reflected in the definitive loan
document.
Availability for further acquisitions will be subject to compliance with
financial covenants (to be determined by the Bank) on a pro forma basis based on
a compliance certificate furnished by an authorized officer of the Company,
subject to the Company's provided summary financial information relating to the
proposed target, including purchase price, number of physicians and forecasts of
operations and shall meet various acquisition restrictions which shall include:
(a) The purchase price for any single acquisition not to
exceed an amount to be agreed to in the loan
documentation;
(b) The aggregate purchase price for all acquisitions in
any 12 month period not to exceed an amount to be
agreed to in the loan documentation;
(c) As used herein "acquisition" shall mean and shall take
the form of the Company's entering into a management
agreement with an entity consisting of a physician or
group of physicians and the Company's acquisition of
certain fixed assets in connection therewith;
(d) Any acquired company shall be in the infertility and
assisted reproductive technology services business;
(e) The acquisition shall have the approval of the target
company's board of directors (or similar governing
body);
(f) The acquisition shall have been consummated in
accordance with the definitive acquisition agreement,
without any waiver or amendment of any term or
condition therein not consented to by the Bank and in
compliance with all applicable laws and all necessary
approvals;
(g) The Bank shall be satisfied that any otherwise
applicable state takeover law and any applicable
supermajority charter provisions are not applicable to
the acquisition or that any conditions to avoiding such
restrictions have been satisfied; and
(h) 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 conditions that are not acceptable to
the Bank) and shall remain in effect; all applicable
waiting periods shall have expired without any adverse
action being taken by any authority having
jurisdiction; and no law or regulation shall be
applicable in the judgment of the Bank that restrains,
prevents or imposes material adverse conditions upon
any aspect of the acquisition.
Furthermore, any acquisition with a total consideration in excess of $1,000,000
(including liabilities assumed) or any acquisition occurring after the Company
has paid, during any twelve month period, in excess of $3,000,000 in respect of
all such acquisitions during such period, will also require the consent of the
Bank.
Maturity/Expiration Date:
W/C Revolver - Three years from Closing.
Acquisition Revolver - Three years from Closing.
Term Loan - Five and one-half years from Closing.
Repayment:
Term Loan - Equal quarterly principal payments based upon a four year payment
schedule, such principal payments to begin on the first day of the twenty-first
month following the Closing.
Collateral:
First priority perfected security interest in all personal property of the
Company and the Guarantors, assignments of all financing statements in favor of
the Company and/or Guarantors in connection with its (their) purchase of
accounts receivable, a first priority perfected security interest in all the
issued and outstanding capital stock of each subsidiary that is or becomes a
Guarantor, and all proceeds and products of the forgoing to secure all direct
and indirect obligations of such parties to the Bank.
Guarantors:
Unconditional guarantees of each present and future material direct or indirect
subsidiary of the Company, as reasonably determined by the Bank.
Interest Rate Protection Arrangement:
A portion of the principal of the Term Loan (the amount to be agreed upon prior
to Closing) shall bear interest at a fixed rate pursuant to an interest rate
protection arrangement.
Optional Commitment Reduction:
The Company may, upon at least three business days' notice, terminate in whole
or reduce ratably in part, the unused portion of the W/C Revolver and/or
Acquisition Revolver; provided, however, that each partial reduction shall be in
an amount of $500,000 or an integral multiple of $100,000 in excess thereof.
Optional Prepayment:
The Company may, upon at least one business day's notice in the case of Prime
Loans and three business days' notice in the case of LIBOR Loans, prepay, in
full or in part, any Loan without premium or penalty; provided, however, that
each partial prepayment shall be in an amount of $100,000 or an integral
multiple of $100,000 in excess thereof, and provided further that no prepayment
of LIBOR Loans shall be made other than on the last day of the applicable
Interest Period therefor. Any prepayment of LIBOR Loans made other than on the
last day of the applicable Interest Period therefor shall be subject to LIBOR
yield maintenance fees. Prepayments of the Term Loan shall be applied in inverse
order of the respective maturities thereof.
Late Fee:
If the entire amount of any principal and/or interest on any Loan is not paid in
full within ten (10) days after the same is due, the Company shall pay to the
Bank a late fee equal to five percent (5%) of the required payment.
Cross-collateral:
All obligations of the Company and Guarantors to the Bank to be
cross-collateralized.
Cross-default:
All obligations of the Company to the Bank and of the Company, in respect of
material indebtedness, to third parties to be cross-defaulted.
Payments:
All payments of principal, interest and other charges are authorized to be
charged to any demand deposit account maintained by the Company with the Bank.
Financial Reports:
The Company shall deliver the following financial documents to the Bank: (i)
within 90 days after the close of each fiscal year, the annual consolidated
financial statements of the Company, each corporate Guarantor and its respective
subsidiaries, certified by a firm of independent certified public accountants
reasonably acceptable to the Bank, (ii) within 45 days after the end of each
fiscal month, monthly consolidated financial statements of the Company, each
corporate Guarantor and its respective subsidiaries, certified by the Company's
chief financial or accounting officer as having been prepared in accordance with
GAAP (exclusive of footnotes and subject to year-end audit adjustments), (iii)
within 30 days after the last day of each month, accounts receivable agings
reports accompanied by a borrowing base certificate executed by the chief
financial or accounting officer of the Company, (iv) when filed, copies of all
reports filed with or distributed to the United States Securities and Exchange
Commission; (v) within 45 days after the close of each fiscal quarter, a
certificate of the Company's president and chief financial or accounting officer
evidencing the Company's compliance (including supporting detail of
calculations) with all financial covenants and stating that except as disclosed
on such certificate, the person making such certificate has no knowledge of any
event of default and (vi) all other financial statements and reports reasonably
requested by the Bank.
Financial Covenants:
During the periods indicated, on a consolidated basis the Company and its
subsidiaries shall maintain:
(a) As at the last day of each fiscal quarter, a minimum Fixed Charge Coverage
Ratio of not less than 1.2 to 1.0.
(b) As at the last day of each fiscal quarter, a maximum ratio of Consolidated
Senior Funded Debt to Consolidated Adjusted EBITDA of no more than 2.5 to
1.0.
(c) As at the last day of each fiscal quarter, minimum Effective Net Worth in
an amount not less than the sum of $26,750,000, plus 50% of the
consolidated net income, on a cumulative basis, of the Company and its
subsidiaries for the fiscal quarter then ending (without any reduction for
any net loss) plus 80% of the net proceeds, on a cumulative basis, received
by the Company in connection with any issuance of securities (whether for
cash or otherwise) by the Company during the fiscal quarter then ending.
Limitation on Capital Expenditures:
On a consolidated basis, the Company and its subsidiaries shall not expend or
agree to expend in excess of $1,500,000 in any fiscal year for the acquisition
of fixed assets, including assets acquired under capitalized leases (excluding
amounts paid in connection with permitted acquisitions).
Legal Opinion:
The Company to furnish the Bank with an opinion of counsel in form and substance
customarily found in credit agreements for similar secured financings and
otherwise appropriate in the judgment of the Bank.
Annual Examination:
The Bank shall be authorized to conduct, by itself or through its designee, at
the Company's expense, an annual examination of the Company's books and records
and the books and records of each Network Site (subject to applicable laws and
regulations relating to patient confidentiality).
Operating Accounts:
The Company shall maintain all of its primary operating accounts with the Bank,
unless such accounts are required to be maintained elsewhere for geographical
purposes.
Closing Date:
The date all appropriate documentation is executed by all relevant parties to
the transaction, but no later than September 30, 1998 (the "Closing"). If the
Closing fails to occur on or prior to such date, the Commitment shall expire and
become unenforceable against the Bank unless extended in writing by the Bank.
Notwithstanding such date, the Bank and the Company have established a
preliminary closing date of August 14, 1998.
Conditions Precedent to Initial Extension of Credit:
Those customarily found in credit agreements for similar secured financings and
others appropriate in the judgment of the Bank. The Bank reserves the right to
terminate its obligations under the Commitment after acceptance thereof by the
Company, and the Bank shall be under no obligation to make any Loan hereunder,
unless and until the satisfaction of each of the following events:
(a) All documentation relating to the Facility, including a credit
agreement incorporating substantially the terms and conditions
outlined herein, together with such other representations,
warranties, events of default and financial and other
covenants acceptable to the Bank, shall be in form and
substance satisfactory to the Bank.
(b) The Bank shall be satisfied with the corporate and legal
structure and capitalization of the Company, including,
without limitation, the charter and bylaws of the Company and
each agreement or instrument relating thereto.
(c) The Bank shall have conducted an examination of the Company's
books and records and the books and records of the Network
Sites (subject to applicable laws and regulations relating to
patient confidentiality), at the Company's expense, by an
examiner satisfactory to the Bank and such examination shall
be in form and substance satisfactory to the Bank.
(d) There shall exist no action, suit, investigation, litigation
or proceeding pending or threatened in any court or before any
arbitrator or governmental or regulatory agency or authority
that (i) could reasonably be expected to (A) have a material
adverse effect on the business, condition (financial or
otherwise), operations, performance, properties or prospects
of the Company, except for claims or litigation previously
disclosed to the Bank in writing; (B) adversely affect the
ability of the Company to perform its obligations under the
loan documentation or (C) adversely affect the rights and
remedies of the Bank under the loan documentation or (ii)
purports to adversely affect any aspect of the Facility
(collectively, a "Material Adverse Effect").
(e) All governmental and third party consents and approvals
necessary in connection with each aspect of the Facility shall
have been obtained (without the imposition of any conditions
that are not acceptable to the Bank) and shall remain in
effect; all applicable waiting periods shall have expired
without any adverse action being taken by any authority having
jurisdiction; and no law or regulation shall be applicable in
the judgment of the Bank that restrains, prevents or imposes
material adverse conditions upon any aspect of the Facility.
(f) All of the information provided by or on behalf of the Company
or any of its subsidiaries to the Bank prior to its commitment
shall be true and correct in all material aspects; and no
development or change shall have occurred, and no additional
information shall have come to the attention of the Bank, that
(i) has resulted in or could reasonably be expected to result
in a material adverse change in, or material deviation from,
such information or (ii) has had or could reasonably be
expected to have a Material Adverse Effect.
(g) The Bank shall have received all additional financial,
business and other information regarding the Company and its
subsidiaries as it shall have reasonably requested.
(h) The Bank shall have received such corporate resolutions,
certificates and other documents as the Bank shall reasonably
request.
(i) There shall exist no default under any of the loan
documentation, and the representations and warranties of the
Company and each of their respective subsidiaries therein
shall be true and correct immediately prior to, and after
giving effect to, the initial extension of credit under the
loan documentation.
(j) All accrued fees and expenses of the Bank (including the fees
and expenses of counsel for the Bank) shall have been paid.
(k) The Loans shall be in full compliance with all applicable
laws, including, without limitation, Regulations G, T, U and X
of the Board of Governors of the Federal Reserve System.
(l) The Bank and its counsel to be satisfied as to all legal
matters.
(m) Such other conditions that are customarily found in credit
agreements for similar secured financings and others
appropriate in the judgment of the Bank.
Conditions Precedent to Subsequent Extensions of Credit:
There shall exist no default under any of the loan documentation, and the
representations and warranties of the Company and its subsidiaries therein shall
be true and correct immediately prior to, and after giving effect to such
extension of credit and for the W/C Revolver the Company shall be in compliance
with the Borrowing Base after giving effect to such extension of credit.
Representation and Warranties:
Those customarily found in credit agreements for similar secured financings and
others appropriate in the judgment of the Bank.
Additional Covenants:
Those customarily found in credit agreements for similar secured financings and
others appropriate in the judgment of the Bank. Negative covenants shall
include, without limitation, restrictions on changing the nature of its
business, accounting policies or reporting practices; limitations on restricted
payments (excluding dividends relating to preferred stock not in excess of
$133,000 on an annualized basis); limitations on additional indebtedness in an
amount in excess of $1,125,000 in any fiscal year or in excess of $3,000,000 in
the aggregate at any one time outstanding, including capitalized lease
obligations, but excluding indebtedness and capitalized lease obligations
incurred in connection with acquisitions permitted pursuant to the loan
documents; limitations on additional liens with exceptions agreed to between the
Company and the Bank (which shall include purchase money liens to secure
indebtedness incurred in connection with acquisitions permitted pursuant to the
loan documents) and limitations on the sale, transfer or other disposition of
assets except those agreed to between the Bank and the Company and permitted
pursuant to the loan documents.
Events of Default:
Those customarily found in credit agreements for similar secured financings and
others appropriate in the judgment of Bank, including, without limitation: (a)
failure to pay principal when due, or to pay interest, fees and other amounts
within two business days after the same become due, under the loan
documentation; (b) any representation or warranty proving to have been
materially incorrect when made or confirmed; (c) failure to perform or observe
covenants set forth in the loan documentation within a specified period of time,
where customary and appropriate, after notice or knowledge of such failure; (d)
cross-defaults to other indebtedness in an amount to be agreed in the loan
documentation; (e) bankruptcy and insolvency defaults (with grace period for
involuntary proceedings); (f) monetary judgment defaults in an amount to be
agreed in the loan documentation and non-monetary judgment defaults that could
reasonably be expected to have a Material Adverse Effect; (g) impairment of loan
documentation or security; (h) change of operating control of the Company or the
Guarantors; and (i) standard ERISA defaults.
Assignments and Participants:
Assignments and participations by the Bank shall be unrestricted.
Miscellaneous:
Standard yield protection (including compliance with risk-based capital
guidelines, increased costs, payments free and clear of withholding taxes and
interest period breakage indemnities), LIBOR illegality and similar provisions,
waiver of jury trial and the right to interpose any setoff or counterclaim and
submission to jurisdiction.
Governing Law: New York.
Changed Circumstances:
The Bank reserves the right to terminate its obligations under the Commitment
after acceptance thereof by the Company, and the Bank shall be under no
obligation to make any Loan hereunder, in any of the following events:
(a) The failure of the Company to comply, within the times
specified, with any of the provisions or conditions provided
for in this Commitment.
(b) Non-payment of the fees provided for in this Commitment.
(c) Any change in the prospects or financial condition of the
Company or of any Guarantor which the Bank deems materially
adverse, or one or more conditions exist or events have
occurred with respect to the Company or any Guarantor which
the Bank deems materially adverse.
(d) The Company or any Guarantor shall be in default beyond
applicable grace periods, if any, in the performance of any
obligation to the Bank or any third party under any then
existing agreement between the Company and/or any Guarantor
and the Bank or under any material agreement (that is not the
subject of a good faith dispute) between the Company and/or
any guarantor and any such third party.
Prior Communications:
This Commitment supersedes all prior communications between the Company and the
Bank, whether written or oral.
Survival:
This Commitment and all of its conditions not satisfied at the Closing, or to
the extent not inconsistent with the provisions of the documents evidencing the
Loans, shall survive the Closing.
Certain Definitions:
As used in this commitment letter:
"Consolidated Debt Service": for any period, the sum of (i) Consolidated
Interest Expense for such period and (ii) all scheduled payments of principal on
Consolidated Funded Debt during such period, including payments made on account
of capitalized leases.
"Consolidated Adjusted EBITDA" means, for any period, (i) with respect to
Network Sites owned by the Company for more than 12 months, Consolidated EBITDA
and (ii) with respect to Network Sites owned by the Company for less than 12
months, the sum of (A) Consolidated EBITDA for each full month the Network Site
was owned by the Company for which the Bank has received financial statements,
plus (B) pro forma Consolidated EBITDA 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 Company as calculated by the Company in
good faith and satisfactory to the Bank, plus (C) any adjustments satisfactory
to the Bank.
"Consolidated EBITDA" means, for any period, net income of the Company and its
subsidiaries, determined on a consolidated basis in accordance with GAAP for
such period plus (i) the sum of, without duplication, (a) Consolidated Interest
Expense, (b) provision for income taxes of the Company and its subsidiaries, (c)
depreciation, amortization and other non-cash charges of the Company and its
subsidiaries, (d) extraordinary losses from sales, exchanges and other
dispositions of property not in the ordinary course of business, each to the
extent utilized in determining such net income for such period, minus (ii) the
sum of, without duplication, each of the following with respect to the Company
and its subsidiaries, to the extent utilized in determining such net income: (a)
extraordinary gains from sales, exchanges and other dispositions of property not
in the ordinary course of business, and (b) other non-recurring items.
"Consolidated Effective Net Worth" means, at any date of determination, the sum
of capital surplus, earned surplus, capital stock, preferred stock, additional
paid in capital and indebtedness of the Company completely subordinated to all
of the Company's obligations to the Bank pursuant to the Bank's standard form of
subordination agreement.
"Consolidated Funded Debt" means, at any date of determination, the aggregate
funded indebtedness of the Company and its subsidiaries, determined on a
consolidated basis in accordance with GAAP, on such date.
"Consolidated Interest Expense" means for any period, interest expense of the
Company and its subsidiaries determined on a consolidated basis in accordance
with GAAP.
"Consolidated Senior Funded Debt" means, at any date of determination, the
aggregate funded indebtedness of the Company and its subsidiaries that is not
subordinate to the Company's obligations to the Bank, determined on a
consolidated basis in accordance with GAAP, on such date.
"Fixed Charge Coverage Ratio" shall be determined on a rolling four quarter
basis and means, for any such four quarter period, the ratio 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 cash dividends paid during such period and
income taxes paid during such period to (B) Consolidated Debt Service.
"GAAP" means generally accepted accounting principles consistently applied.
"LIBOR" means, as applicable to any LIBOR Loan, the rate per annum (rounded
upward, if necessary, to the nearest 1/32 of one percent) as determined on the
basis of the offered rates for deposits in U.S. dollars, for a period of time
comparable to the interest period applicable to such LIBOR Loan which appears on
the Telerate page 3750 as of 11:00 a.m. London time on the day that is two
London Banking Days preceding the first day of such LIBOR Loan; provided,
however, if the rate described above does not appear on the Telerate System on
any applicable interest determination date, the LIBOR rate shall be the rate
(rounded upwards as described above, if necessary) for deposits in dollars for a
period substantially equal to the interest period on the Reuters Page "LIBO" (or
such other page as may replace the LIBO Page on that service for the purpose of
displaying such rates), as of 11:00 a.m. (London Time), on the day that is two
(2) London Banking Days prior to the beginning of such interest period. "Banking
Day" shall mean, in respect of any city, any date on which commercial banks are
open for business in that city. If both the Telerate and Reuters system are
unavailable, then the rate for that date will be determined on the basis of the
offered rates for deposits in U.S. dollars for a period of time comparable to
the interest period applicable to such LIBOR Loan which are offered by four
major banks in the London interbank market at approximately 11:00 a.m. London
time, on the day that is two (2) London Banking Days preceding the first day of
the interest period applicable to such LIBOR Loan as selected by the Bank. The
principal London office of each of the four major London banks will be requested
to provide a quotation of its U.S. dollar deposit offered rate. If at least two
such quotations are provided, the rate for that date will be the arithmetic mean
of the quotations. If fewer than two quotations are provided as requested, the
rate for that date will be determined on the basis of the rates quoted for loans
in U.S. dollars to leading European banks for a period of time comparable to the
interest period applicable to such LIBOR Loan offered by major banks in New York
City at approximately 11:00 a.m. New York City time, on the day that its two
London Banking Days preceding the first day of such LIBOR Loan. In the event
that Bank is unable to obtain any such quotation as provided above, it will be
deemed that LIBOR pursuant to a LIBOR Loan cannot be determined. In the event
that the Board of Governors of the Federal Reserve System shall impose a Reserve
Percentage with respect to LIBOR deposits of the Bank then for any period during
which such Reserve Percentage shall apply, LIBOR shall be equal to the amount
determined above divided by an amount equal to 1 minus the Reserve Percentage.
"Network Site" means each location with respect to which an entity, or a number
of entities, each consisting of a physician or group of physicians, enter into a
single management agreement with the Company.
"Prime Rate" means the variable per annum rate of interest so designated from
time to time by the Bank as its prime rate. The Prime Rate is a reference rate
and does not necessarily represent the lowest or best rate being charged to any
customer."
If the above terms are acceptable to you, please sign and return by July 22,
1998 the enclosed copy of this letter together with your check in the amount of
$35,000 representing the non-refundable portion of the origination fee. This
Commitment shall terminate and become unenforceable against the Bank unless
returned to the Bank within the stated period.
Very truly yours,
FLEET BANK, NATIONAL ASSOCIATION
By: /s/Thomas G. Carley
------------------
Name: Thomas G. Carley
Title: Vice President
AGREED AND ACCEPTED
this 16th day of July, 1998:
INTEGRAMED AMERICA, INC.
By: /s/Eugene R. Curcio
--------------------
Name: Eugene R. Curcio
Title: Vice President Finance & CFO