EXHIBIT 10.22
AMENDMENT NUMBER 1 TO
SECURITY AGREEMENT
Dated as of August 14, 2001
This Amendment Number 1 (the "Amendment") to the Security Agreement,
dated as of August 14, 2001, is among Pediatrix Medical Group, Inc., a Florida
corporation (the "Company"), the Material Related Entities of the Company from
time to time party hereto and Fleet National Bank, formerly known as The First
National Bank of Boston, as agent (the "Agent") for itself and the other Lenders
under the Credit Agreement (as defined below).
Reference is made to the Security Agreement (the "Security Agreement")
dated as of November 1, 2000 among the Company, the Related Entities (as defined
in the Credit Agreement as it was in effect on November 1, 2000) of the Company
from time to time party thereto and the Agent, for itself and the other Lenders
under the Credit Agreement.
WHEREAS, in connection with the amendment and restatement this day of
the Credit Agreement, the parties hereto wish to amend certain provisions of the
Security Agreement.
1. Reference to Credit Agreement; Definitions.
1.1. Reference to Credit Agreement. Reference is made to the Credit
Agreement, originally dated as of June 27, 1996, as amended and restated as of
November 1, 2000 and as further amended and restated as of the date of this
Amendment, among the Company, the Material Related Entities of the Company from
time to time party thereto, the Lenders from time to time party thereto,
including Fleet National Bank, formerly known as The First National Bank of
Boston, both in its capacity as a Lender and in its capacity as Agent and
Firstar Bank, both in its capacity as a Lender and in its capacity as
Syndication Agent [additional agents].
1.2. Definitions. Terms used in this Agreement but not defined
herein are used as defined in the Credit Agreement.
2. Amendments.
2.1. Section 1. The first sentence of Section 1 of the Security
Agreement is hereby amended by deleting it in its entirety and substituting
therefor:
"Reference is made to the Amended and Restated
Credit Agreement, originally dated as of June 27,
1996, as amended and restated as of November 1, 2000
and as further amended and restated as of the date
hereof, and as from time to time in effect (the
"Credit Agreement"), among the Company, the Material
Related Entities of the Company from time to time
party thereto, the Lenders and the Agent."
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2.2. Section 1. The last sentence of the first paragraph of Section
1 of the Security Agreement is hereby amended by deleting it in its entirety and
substituting therefor:
"References to `the date hereof' mean November 1, 2000."
3. Miscellaneous. Except to the extent specifically modified hereby, the
provisions of the Security Agreement shall remain unmodified, and the Security
Agreement, as amended herein, is hereby confirmed as being in full force an
effect. Each of the parties hereto hereby affirms that it is bound by the
provisions of the Security Agreement, as amended by this Amendment and,
accordingly, that each such Person is an Obligor. This Amendment may be executed
in any number of counterparts, which together shall constitute one instrument,
and shall be governed by and construed in accordance with the domestic
substantive laws of The Commonwealth of Massachusetts without giving effect to
any choice or conflict of laws provisions or rule that would cause the
application of the domestic substantive laws of any other jurisdiction.
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IN WITNESS WHEREOF, each of the undersigned has duly executed this
Amendment (or caused this Amendment to be executed on its behalf by its officer
or representative thereunto duly authorized) under seal as of the date first
written above.
PEDIATRIX MEDICAL GROUP, INC. (Florida)
By: /s/ Karl B. Wagner
Karl B. Wagner, Chief Financial Officer
ALASKA NEONATOLOGY ASSOCIATES, INC.
AUGUSTA NEONATOLOGY ASSOCIATES, P.C.
DES MOINES PERINATAL CENTER, P.C.
FOOTHILL MEDICAL GROUP, INC.
FORT WORTH NEONATAL ASSOCIATES, P.A.
OBSTETRIX MEDICAL GROUP OF CALIFORNIA, A
PROFESSIONAL CORPORATION
MAGELLA HEALTHCARE GROUP, L.P.
MAGELLA MEDICAL ASSOCIATES, P.A.
MAGELLA MEDICAL ASSOCIATES OF GEORGIA, P.C.
MAGELLA MEDICAL ASSOCIATES MIDWEST, P.C.
MAGELLA MEDICAL GROUP, INC. (d/b/a MAGELLA
MEDICAL GROUP, A MEDICAL CORPORATION)
MAGELLA NEVADA, LLC
MAGELLA TEXAS, LLC
MARCIA J. PERNOLL, M.D. PROF. CORP. d/b/a
OBSTETRIX MEDICAL GROUP OF NEVADA, LTD.
MOUNTAIN STATES NEONATOLOGY, INC.
NEONATAL AND PEDIATRIC INTENSIVE CARE
MEDICAL GROUP, INC.
NEONATOLOGY ASSOCIATES, P.A.
NEONATOLOGY-CARDIOLOGY ASSOCIATES, P.A.
NEWBORN SPECIALISTS, P.C.
OBSTETRIX MEDICAL GROUP OF COLORADO, P.C.
OBSTETRIX MEDICAL GROUP OF KANSAS AND
MISSOURI, P.A.
OBSTETRIX MEDICAL GROUP OF TEXAS, P.A.
OZARK NEONATAL ASSOCIATES, INC.
By: /s/ Karl B. Wagner
Karl B. Wagner, Attorney-in-Fact
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PEDIATRIX MEDICAL GROUP OF ARKANSAS, P.A.
PEDIATRIX MEDICAL GROUP OF CALIFORNIA, A
PROFESSIONAL CORPORATION
PEDIATRIX MEDICAL GROUP OF COLORADO, P.C.
PEDIATRIX MEDICAL GROUP OF GEORGIA, P.C.
PEDIATRIX MEDICAL GROUP OF INDIANA, P.C.
PEDIATRIX MEDICAL GROUP OF KANSAS, P.A.
PEDIATRIX MEDICAL GROUP OF MISSOURI, P.C.
PEDIATRIX MEDICAL GROUP OF OKLAHOMA, P.C.
PEDIATRIX MEDICAL GROUP OF PENNSYLVANIA, P.C.
PEDIATRIX MEDICAL GROUP OF PUERTO RICO, P.S.C.
PEDIATRIX MEDICAL GROUP OF TEXAS, P.A.
PEDIATRIX MEDICAL GROUP NEONATOLOGY AND
PEDIATRIC INTENSIVE CARE SPECIALISTS
OF NEW YORK, P.C.
PEDIATRIX MEDICAL GROUP
PEDIATRIX OF MARYLAND, P.A.
PERINATAL PEDIATRICS, P.A.
PERNOLL MEDICAL GROUP OF NEVADA, LTD.
d/b/a PEDIATRIX MEDICAL GROUP OF NEVADA
SAVANNAH NEONATOLOGY, INC.
ST. JOSEPH NEONATOLOGY CONSULTANTS, P.A.
TEXAS MATERNAL FETAL MEDICINE, P.A.
By: /s/ Karl B. Wagner
Karl B. Wagner, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF OHIO CORP.
By: /s/ Karl B. Wagner
Karl B. Wagner, Secretary
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ASSOCIATES IN NEONATOLOGY, INC.
BNA ACQUISITION COMPANY, INC.
CENTRAL OKLAHOMA NEONATOLOGY
ASSOCIATES, INC.
FLORIDA REGIONAL NEONATAL ASSOCIATES, P.A.
GNPA ACQUISITION COMPANY, INC.
MAGELLA HEALTHCARE CORPORATION
MNPC ACQUISITION COMPANY, INC.
NACF ACQUISITION COMPANY, INC.
NEONATAL SPECIALISTS, LTD.
NSPA ACQUISITION COMPANY, INC.
OBSTETRIX MEDICAL GROUP OF ARIZONA, P.C.
OBSTETRIX MEDICAL GROUP OF DELAWARE, INC.
OBSTETRIX MEDICAL GROUP OF PENNSYLVANIA, P.C.
OBSTETRIX MEDICAL GROUP OF PHOENIX, P.C.
OBSTETRIX MEDICAL GROUP OF
WASHINGTON, INC., P.S.
OBSTETRIX MEDICAL GROUP, INC.
PALM BEACH NEO ACQUISITIONS, INC.
PASCV ACQUISITION COMPANY, INC.
PEDIATRIX MEDICAL GROUP OF DELAWARE, INC.
PEDIATRIX MEDICAL GROUP OF FLORIDA, INC.
PEDIATRIX MEDICAL GROUP OF NEW MEXICO, P.C.
PEDIATRIX MEDICAL GROUP OF SOUTH CAROLINA, P.A.
PEDIATRIX MEDICAL GROUP OF TENNESSEE, P.C.
PEDIATRIX MEDICAL GROUP OF
WASHINGTON, INC., P.S.
PEDIATRIX MEDICAL GROUP, INC. (Utah)
PEDIATRIX MEDICAL GROUP, P.A.
PEDIATRIX MEDICAL GROUP, P.C. (Virginia)
PEDIATRIX MEDICAL GROUP, P.C. (West Virginia)
PMG ACQUISITION CORP.
PNA ACQUISITION CO., INC.
RPNA ACQUISITION COMPANY, INC.
SCPMC ACQUISITION CO.
SNCA ACQUISITION COMPANY, INC.
By: /s/ Karl B. Wagner
Karl B. Wagner, Treasurer
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FLEET NATIONAL BANK
By /s/ Carol Paige Castle
Carol Paige Castle
Director
Fleet National Bank
100 Federal Street
Mail Stop: MADE 100010B
Boston, Massachusetts 02110
Telecopy: (617) 434-2472
With a copy to:
Fleet National Bank
Mail Stop: NJRP45004P
301 Carnegie Center
Princeton, NJ 08540-6227
Telecopy: (609) 799-8984
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