EXHIBIT 10.18
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
Amendment No. 7
Dated as of December 15, 2003
FLEET NATIONAL BANK, AGENT AND LENDER
U.S. BANK NATIONAL ASSOCIATION, SYNDICATION AGENT AND LENDER
HSBC BANK USA, DOCUMENTATION AGENT AND LENDER
AMENDMENT NO. 7
TO AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of December 15, 2003
This agreement, dated as of December 15, 2003 (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, 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
hereto agree as follows:
1. Credit Agreement; Definitions. This Amendment amends 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 August 14, 2001
among the parties hereto (as in effect prior to giving effect to this Amendment,
the "Credit Agreement"). Terms used in this Amendment but not defined herein are
used as defined in the Credit Agreement.
2. Amendment of Credit Agreement. Effective upon the date hereof,
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 $200,000,000 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."
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. Payment of Agent's Legal Expenses. Upon or prior to the
effectiveness of this Amendment, each of the Borrowers jointly and severally
agrees to pay 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.]
2
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/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx, Chief Financial Officer
FOOTHILL MEDICAL GROUP, INC.
MAGELLA MEDICAL ASSOCIATES MIDWEST, P.C.
MAGELLA MEDICAL GROUP, INC. (d/b/a MAGELLA
MEDICAL GROUP, A MEDICAL CORPORATION)
MAGELLA NEVADA, LLC
XXXXXXX XXXXXX, M.D. PROF. CORP. d/b/a OBSTETRIX
MEDICAL GROUP OF NEVADA, LTD.
NEONATAL AND PEDIATRIC INTENSIVE CARE
MEDICAL GROUP, INC.
OBSTETRIX MEDICAL GROUP OF CALIFORNIA, A
PROFESSIONAL CORPORATION
OBSTETRIX MEDICAL GROUP OF COLORADO, P.C.
OBSTETRIX MEDICAL GROUP OF KANSAS AND
MISSOURI, P.A.
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 ILLINOIS, P.C.
PEDIATRIX MEDICAL GROUP OF KANSAS, P.A.
PEDIATRIX MEDICAL GROUP OF KENTUCKY, PSC
PEDIATRIX MEDICAL GROUP OF MICHIGAN, P.C.
PEDIATRIX MEDICAL GROUP OF MISSOURI, P.C.
PEDIATRIX MEDICAL GROUP OF NORTH CAROLINA, P.C.
PEDIATRIX MEDICAL GROUP OF OHIO CORP.
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 NEONATOLOGY AND
PEDIATRIC INTENSIVE CARE SPECIALISTS
OF NEW YORK, P.C.
PEDIATRIX MEDICAL GROUP
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP, S.P.
PERINATAL PEDIATRICS, P.A.
XXXXXX MEDICAL GROUP OF NEVADA, LTD.
d/b/a PEDIATRIX MEDICAL GROUP OF NEVADA
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx, Attorney-in-Fact
ALASKA NEONATOLOGY ASSOCIATES, INC.
ASSOCIATES IN NEONATOLOGY, INC.
AUGUSTA NEONATOLOGY ASSOCIATES, P.C.
BNA ACQUISITION COMPANY, INC.
CENTRAL OKLAHOMA NEONATOLOGY
ASSOCIATES, INC.
CNA ACQUISITION CORP.
DES MOINES PERINATAL CENTER, INC.
FLORIDA REGIONAL NEONATAL ASSOCIATES, P.A.
FORT WORTH NEONATAL ASSOCIATES BILLING, INC.
GNPA ACQUISITION COMPANY, INC.
KNA, INC.
MAGELLA HEALTHCARE CORPORATION
MAGELLA HEALTHCARE GROUP, X.X.
XXXXXXX MEDICAL ASSOCIATES BILLING, INC.
MAGELLA MEDICAL ASSOCIATES OF GEORGIA, P.C.
MAGELLA TEXAS, LLC
MERCY NEONATOLOGY, INC.
MNPC ACQUISITION COMPANY, INC.
MOUNTAIN STATES NEONATOLOGY, INC.
NACF ACQUISITION COMPANY, INC.
NEONATAL SPECIALISTS, LTD.
NEONATOLOGY ASSOCIATES BILLING, INC.
NEONATOLOGY-CARDIOLOGY ASSOCIATES, P.A.
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 TEXAS BILLING, INC.
OBSTETRIX MEDICAL GROUP OF
WASHINGTON, INC., P.S.
By: /s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx, Treasurer
OBSTETRIX MEDICAL GROUP, INC.
OZARK NEONATAL ASSOCIATES, 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 GEORGIA, P.C.
PEDIATRIX MEDICAL GROUP OF INDIANA, P.C.
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 TEXAS BILLING, INC.
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)
PEDIATRIX OF MARYLAND, P.A.
PEDIATRIX SCREENING, INC.
PMG ACQUISITION CORP.
PNA ACQUISITION CO., INC.
RPNA ACQUISITION COMPANY, INC.
XXXXX XXXXXXXXXXX XX.
XXXX ACQUISITION COMPANY, INC.
ST. XXXXXX NEONATOLOGY CONSULTANTS, INC.
TEXAS MATERNAL FETAL MEDICINE BILLING, INC.
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx, Treasurer
PEDIATRIX FLORIDA, LLC
PEDIATRIX MEDICAL GROUP (INTERNATIONAL), INC.
PEDIATRIX MEDICAL MANAGEMENT, L.P.
PEDIATRIX MEDICAL MANAGEMENT GROUP, INC.
PEDIATRIX MEDICAL SERVICES, INC.
PEDIATRIX TEXAS I, LLC
PMGSC, P.A.
By: /s/ Xxxx X. Xxxxxx
------------------
Xxxx X. Xxxxxx, Manager
FLEET NATIONAL BANK
By: /s/ Xxxxxxxx X. Xxxxxxxxxxxxx
Xxxxxxxx X. Xxxxxxxxxxxxx, Managing Director
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxxxx, Senior Vice President
HSBC BANK USA
By: /s/ Xxxxxxx X. Roll
-------------------
Xxxxxxx X. Roll, First Vice President
UBS AG, STAMFORD BRANCH
By: /s/ Xxxxxxx X. Saint
--------------------
Xxxxxxx X. Saint, Associate Director
Banking Products Services, US
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx, Associate Director
Banking Products Services, US
THE INTERNATIONAL BANK OF MIAMI, N.A.
By: /s/ Xxxxxxx Xxxxxxx
-------------------
Xxxxxxx Xxxxxxx, Vice President
By: /s/ Xxxxx Xxxxxxx
-----------------
Xxxxx Xxxxxxx, Senior Vice President
