Exhibit 10.1
PEDIATRIX MEDICAL GROUP
AMENDED AND RESTATED CREDIT AGREEMENT
Originally Dated as of June 27, 1996
As Amended and Restated as of November 1, 2000
As Amended and Restated as of August 14, 2001
As Amended as of August 29, 2001
AMENDMENT NO. 2
Dated as of June 28, 2002
FLEET NATIONAL BANK, AGENT AND LENDER
U.S. BANK NATIONAL ASSOCIATION, SYNDICATION AGENT AND LENDER
HSBC BANK USA, DOCUMENTATION AGENT AND LENDER
FLEET SECURITIES, INC., ARRANGER
AMENDMENT NUMBER 2 TO
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of June 28, 2002
This agreement, dated as of June 28, 2002 (this "AMENDMENT"), is among
Pediatrix Medical Group, Inc., a Florida corporation, the Material Related
Entities of Pediatrix Medical Group, Inc. from time to time party hereto, and
the Lenders from time to time party hereto 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 an Agent, U.S. Bank National Association, formerly
known as Firstar Bank N.A., both in its capacity as a Lender and in its capacity
as Syndication Agent, and HSBC Bank USA, both in its capacity as a Lender and in
its capacity as Documentation Agent. The parties agree as follows:
1. CREDIT AGREEMENT; DEFINITIONS.
1.1. CREDIT AGREEMENT. This Amendment amends the Credit
Agreement originally dated as of June 27, 1996, as amended and restated
as of November 1, 2000, as further amended and restated as of August
14, 2001 and as amended as of August 29, 2001 among the parties hereto
(as in effect prior to giving effect to this Amendment, the "CREDIT
AGREEMENT").
1.2. DEFINITIONS. Terms used in this Amendment but not defined
herein are used as defined in the Credit Agreement.
2. AMENDMENTS. Effective upon the date all the conditions set forth in
Section 4 hereof are satisfied, which conditions must be satisfied no later than
the date provided therein, the Credit Agreement is amended as follows:
2.1. SECTION 6.10. Section 6.10 of the Credit Agreement is
hereby amended to read in its entirety as follows:
"6.10. DISTRIBUTIONS. None of the Borrowers shall make any
Distribution except the following: (i) Distributions in respect of the
redemption of capital stock of the Company from employees of any
Borrower; PROVIDED, HOWEVER, that the amount of all such Distributions
shall not exceed $500,000 in the aggregate in any fiscal year; (ii)
other Distributions in respect of the redemption of capital stock of
the Company; PROVIDED, HOWEVER, that the amount of all such
Distributions shall not exceed $50,000,000 in the aggregate during the
lifetime of this agreement; (iii) Distributions to the Company by its
Subsidiaries; (iv) regularly scheduled payments of interest to the
holders of the Subordinated Notes in accordance with the terms of such
Subordinated Notes; and (v) regularly scheduled payments of interest to
the holders of Approved Subordinated Debt or Approved Contingent Debt
in accordance with the terms of such Approved Subordinated Debt or
Approved Contingent Debt."
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3. REPRESENTATION AND WARRANTY. In order to induce the Agent and the
Lenders to enter into this Amendment, each of the Obligors jointly and severally
represents and warrants that, after giving effect to this Amendment, no Default
exists.
4. CONDITIONS. The effectiveness of this Amendment shall be subject to
the satisfaction of the following condition, which condition must be satisfied
no later than July 3, 2002 or this Amendment shall terminate:
4.1. PAYMENT OF FEES AND EXPENSES. The Company shall have paid
to the Agent (a) for the account of the Lenders the fee as agreed
between the Borrowers and the Lenders and (b) the reasonable legal fees
and expenses of the Agent with respect to this Amendment and the
transactions contemplated hereby.
5. MISCELLANEOUS. The Credit Agreement as amended by this Amendment
(the "AMENDED CREDIT AGREEMENT") and all of the Credit Documents are each
confirmed as being in full force and effect. This Amendment, the Amended Credit
Agreement and the other Credit Documents referred to herein or therein
constitute the entire understanding of the parties with respect to the subject
matter hereof and thereof and supersede all prior and current understandings and
agreements, whether written or oral. Each of this Amendment and the Amended
Credit Agreement is a Credit Document and may be executed in any number of
counterparts, which together shall constitute one instrument, and shall bind and
inure to the benefit of the parties and their respective successors and assigns,
including as such successors and assigns all holders of any Credit Obligation.
This Amendment shall be governed by and construed in accordance with the laws
(other than the conflict of law rules) of The Commonwealth of Massachusetts.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]
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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
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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
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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 Castle
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Carol Castle, Director
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ Walker S. Choppin
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Walker S. Choppin, Senior Vice President
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HSBC BANK USA
By: /s/ Christopher Harrocks
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Christopher Harrocks, Vice President
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UBS AG, STAMFORD BRANCH
By: /s/ Wilfred V. Saint
-----------------------------------------------
Wilfred V. Saint, Associate Director
Banking Products Services, US
By: /s/ Susan Brunner
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Susan Brunner, Associate Director
Banking Products Services, US
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THE INTERNATIONAL BANK OF MIAMI, N.A.
By: /s/ Eduardo Hornero
-----------------------------------------------
Eduardo Hornero, Vice President
By: /s/ Jorge Maklouf
-----------------------------------------------
Jorge Maklouf, Senior Vice President
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