AMENDMENT NO. 4
TO AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of June 24, 1998
This Agreement, dated as of June 24, 1998, is among Pediatrix Medical
Group, Inc., a Florida corporation, the Related Entities of Pediatrix Medical
Group, Inc. from time to time party hereto, the Lenders from time to time party
hereto including SunTrust Bank/South Florida, National Association (the "Prior
Lender") as Lender under the Revolving Loan, and BankBoston, N.A. (formerly
known as The First National Bank of Boston), both in its capacity as a Lender
under the Revolving Loan and the Mortgage Loan and in its capacity as agent for
itself and the other Lenders (collectively the foregoing parties, the "Credit
Parties"). The parties agree as follows:
1. REFERENCE TO CREDIT AGREEMENT; DEFINITIONS. Reference is made to the First
Amended and Restated Credit Agreement dated as of June 27, 1996 (the "Credit
Agreement"), as amended and in effect from time to time, among the Credit
Parties hereto. Terms defined in the Credit Agreement and not otherwise defined
herein are used herein with the meanings so defined.
2. AMENDMENT TO CREDIT AGREEMENT. Subject to all the terms and conditions
hereof, effective as of the date hereof, the Credit Agreement is amended as
follows:
2.1. Amendment of Section 1.97. Section 1.97 of the Credit
Agreement is hereby amended to read in its entirety as
follows:
"1.97. "Operating Cash Flow" means, for any period, the
total of:
(a) Consolidated EBITDA;
minus (b) Capital Expenditures (other than Capital
Expenditures of up to $10,000,000 spent on
the Borrowers' new corporate headquarters
building to be located in the Sawgrass
International Corporate Park in Sunrise
Florida);
minus (c) taxes based upon or measured by net
income that are actually paid in cash
during such period."
2.2. Amendment of Section 2.3.1. Section 2.3.1 of the Credit
Agreement is hereby amended to read in its entirety as
follows:
"2.3.1 The Loans. Subject to Section 2.3.2, the Borrowers will
apply the proceeds of the Loans (a) to fund Permitted
Acquisitions and (b) for working capital (including
contruction and related costs for a new corporate headquarters
provided, however, proceeds from the Revolving Loan used for
purposes other than funding Permitted Acquisitions or
construction and related costs for a new corporate
headquarters may never exceed 15% of the Maximum Amount of
Revolving Credit, minus the Specified Insurance Reserve
Amount."
2.3. Amendment of Section 6.11. Section 6.11 of the Credit
Agreement is hereby amended to read in its entirety as
follows:
"6.11. Capital Expenditures. None of the Borrowers will make
Capital Expenditures exceeding $3,000,000 in the aggregate in
any fiscal year; provided, however, that in addition to the
foregoing amount, the Borrowers may spend up to $10,000,000 on
their new corporate headquarters building to be located in the
Sawgrass International Corporate Park in Sunrise Florida."
2.4. Amendment of Section 7.1.3. Section 7.1.3 of the Credit
Agreement is hereby amended to read in its entirety as
follows:
"7.1.3. Capitalization. Other than up to 30% in the aggregate
of the outstanding capital stock of Obstetrix Medical Group,
Inc. issued to selling physicians or their advisors as part of
the consideration in a Permitted Acquisition or issued to
Directors, Officers and other employees of the Borrowers and
other Accredited Investors as defined by Rule 501 under the
Securities Act of 1933, as amended, no options, warrants,
conversion rights, preemptive rights or other statutory or
contractual rights to purchase shares of capital stock or
other securities of any Borrower, other than the Company, now
exist, nor has any Borrower, other than the Company,
authorized any such right, nor is any Borrower, other than the
Company, obligated in any other manner to issue shares of its
capital stock or other securities."
3. NO DEFAULT. In order to induce the Lenders to enter into this Amendment and
to continue to extend credit to the Borrowers under the Credit Agreement as
amended hereby, each of the Borrowers represents and warrants that, after giving
effect to this Amendment, no Default under the Credit Agreement as amended
hereby exists.
4. MISCELLANEOUS. Except to the extent specifically amended hereby, the
provisions of the Credit Agreement shall remain unmodified, and the Credit
Agreement as amended hereby is confirmed as being in full force and effect. This
Amendment may be executed in any number of counterparts which together shall
constitute one instrument, shall be governed by and construed in accordance with
the laws of The Commonwealth of Massachusetts (other than conflict of laws
rules), and shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns, including as such successors and assigns all
holders of Credit Obligations.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date first
above written.
PEDIATRIX MEDICAL GROUP, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------
Xxxxxxxx X. Xxxxxx, Vice President and
Chief Financial Officer
PEDIATRIX MEDICAL GROUP OF
FLORIDA, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP, P.C. (WV)
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP, P.C. (VA)
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP, S.P. (PR)
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP, P.A. (NJ)
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP OF
KANSAS, P.A.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP
NEONATOLOGY
AND PEDIATRIC INTENSIVE CARE
SPECIALISTS OF NEW YORK, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF
CALIFORNIA, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF
ILLINOIS, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF
MICHIGAN, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP OF
PENNSYLVANIA, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF
TEXAS, P.A.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF
OHIO, CORP.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
NEONATAL SPECIALISTS, LTD. (AZ)
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP OF
COLORADO, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
ST. XXXXXX NEONATOLOGY
CONSULTANTS, P.A.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PERNOLL MEDICAL GROUP OF
NEVADA, LTD. D/B/A PEDIATRIX
MEDICAL GROUP OF NEVADA
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF
SOUTH CAROLINA, P.A.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
FLORIDA REGIONAL NEONATAL
ASSOCIATES, P.A.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP, INC.
(UT)
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP OF
NEW MEXICO, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP OF
WASHINGTON, INC., P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP OF
INDIANA, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
FORT WORTH NEONATAL
ASSOCIATES, P.A.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PMG ACQUISITION CORP.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PEDIATRIX MEDICAL GROUP OF
PUERTO RICO, P.S.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
OBSTETRIX MEDICAL GROUP, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
OBSTETRIX MEDICAL GROUP OF
FLORIDA, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Treasurer
PALM BEACH NEO ACQUISITIONS, INC.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, President
XXXXXX X. XXXXXXX, M.D. PROF. CORP. (NV)
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
OBSTETRIX MEDICAL GROUP OF COLORADO, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF ARKANSAS, P.A.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
OBSTETRIX MEDICAL GROUP OF ARIZONA, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
OBSTETRIX MEDICAL GROUP OF KANSAS AND MISSOURI, P.A.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
OBSTETRIX MEDICAL GROUP OF TEXAS, P.A.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF GEORGIA, P.C.
By: /s/ Xxxxxxxx X. Xxxxxx
-----------------------
Xxxxxxxx X. Xxxxxx, Attorney-in-Fact
BANKBOSTON, N.A.
(formerly known as The First National Bank
of Boston)
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxx, Vice President
BankBoston, N.A.
New England Corporate Banking
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopy: (000) 000-0000
Telex: 940581
SUNTRUST BANK/CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Xxxxx X. Xxxxxxx, Vice President
SunTrust Bank/Central Florida, National
Association
Health Care Banking Group
Mail Code: 0-1101
000 X. Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000
Telecopy (000) 000-0000
