Limited Guaranty LIMITED GUARANTYLimited Guaranty • June 20th, 2012 • Sagard Capital Partners, L.P. • Services-offices & clinics of doctors of medicine • Delaware
This LIMITED GUARANTY, dated as of June 10, 2012 (this “Limited Guaranty”), by Sagard Capital Partners, L.P., a Delaware limited partnership (the “Guarantor”), is in favor of IntegraMed America, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among SCP-325 Holding Corp., a Delaware corporation (“Parent”), SCP-325 Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company. Capitalized terms used herein but not otherwise defined have the meanings ascribed to them in the Merger Agreement.
Joint Filing AgreementJoint Filing Agreement • June 20th, 2012 • Sagard Capital Partners, L.P. • Services-offices & clinics of doctors of medicine
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree, as of June 11, 2012, that only one statement containing the information required by Schedule 13D, and each amendment thereto, need be filed with respect to the ownership by each of the undersigned of shares of common stock of Integramed America, Inc., a Delaware corporation, and such statement to which this Joint Filing Agreement is attached as Exhibit 99.1 is filed on behalf of each of the undersigned.
Equity Financing Commitment June 10, 2012Equity Commitment Letter • June 20th, 2012 • Sagard Capital Partners, L.P. • Services-offices & clinics of doctors of medicine • Delaware
This letter agreement sets forth the commitment of Sagard Capital Partners, L.P. (the “Fund”), subject to the terms and conditions contained herein, to purchase certain equity interests of SCP-325 Holding Corp., a newly formed Delaware corporation (the “Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) to be entered into as of the date hereof, among the Parent, IntegraMed America, Inc., a Delaware corporation (the “Company”) and SCP-325 Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of the Parent. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the Merger Agreement.
Confidentiality Agreement Confidentiality AgreementConfidentiality Agreement • June 20th, 2012 • Sagard Capital Partners, L.P. • Services-offices & clinics of doctors of medicine • New York
In connection with your consideration of a possible negotiated transaction (the “Transaction”) between Sagard Capital Partners Management Corporation, Sagard Capital Partners, L.P. or an entity to be formed thereby (“you” or “your”) and Isis and its subsidiaries (collectively, the “Company” or “Isis”), you have requested certain information regarding the Company. In consideration of your receipt of such information, you agree as follows:
