AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
First Amendment (this "Amendment") entered into as of September 20,
2002 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 (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 therefore in the
Agreement.
2. Section 2.1(a) is amended to read in its entirety 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) $7,000,000
or (y) the Borrowing Base and (ii) SBLCs at any one time outstanding shall not
exceed Five Hundred Thousand and 00/100 Dollars ($5,000,000.00), 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.
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.
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(b) No Default or Event or 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
the 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 duly signed by the
Borrower, (ii) the Borrower shall have paid all the fees and expenses of the
Bank's outside counsel in connection with the preparation and negotiation of
this Amendment, which fees are estimated at $250, plus out-of-picket expenses
and (iii) 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.
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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/Xxxx X. Hlwyak, Jr.
-----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Sr. Vice President and CFO
FLEET NATIONAL BANK
By: /s/Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Sr. 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/Xxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Sr. Vice President and CFO
INTEGRAMED FINANCIAL SERVICES, INC.
By: /s/Xxxx X. Xxxxxx, Xx.
-----------------------------------
Name: Xxxx X. Xxxxxx, Xx.
Title: Sr. Vice President and CFO
