AMENDMENT NO. 3
TO AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 10, 1998
This Agreement, dated as of March 10, 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, the Credit Agreement is hereby amended as follows, effective as of the
later of March 10, 1998 and the date each of the conditions in Section 4 hereof
is satisfied or waived:
2.1. Amendment of Section 2.1.3. Section 2.1.3. of the Credit
Agreement is hereby amended and restated to read as follows:
" 2.1.3. Borrowing Requests. Any Borrower may from time to
time request a loan under Section 2.1.1 by providing to the
Agent a notice (which may be given by a telephone call
received by a Lending Officer if promptly confirmed in
writing). Such notice must be not later than noon (Boston
time) on the requested Closing Date, (which shall be the third
Banking Day prior to the requested Closing Date for such loan
if any portion of such loan will be subject to a Eurodollar
Pricing Option on the requested Closing Date). If such notice
requested that a loan, or any portion thereof, be made subject
to a Eurodollar Pricing Option, and the Agent shall have
notified the Borrower pursuant to Section 3.2.2 that such
election did not become effective, the notice shall be deemed
to have been made for a loan at the Base Rate. The notice must
specify (a) the amount of the requested loan (which shall be
not less than $50,000 and an integral multiple of $10,000),
(b) the requested Closing Date therefor (which shall be a
Banking Day) and (c) the portion of the requested loan that is
to be used for purposes other than Permitted Acquisitions.
Upon receipt of such notice, the Agent will promptly inform
each other Lender (by telephone or otherwise). Each such loan
will be made at the Boston Office by depositing the amount
thereof to the general account of such Borrower with the
Agent. In connection with each such loan, such Borrower shall
furnish to the Agent a certificate in substantially the form
of Exhibit 5.4.1."
2.2. Amendment of Section 4.1.4. Section 4.1.4. of the Credit
Agreement is hereby amended and restated to read as follows:
"4.1.4. Reborrowing; Application of Payments. The amounts of
the Revolving Loan prepaid pursuant to Section 4.1.3 may be
reborrowed from time to time prior to the Final Maturity Date
in accordance with Section 2.1. The amount of the Revolving
Loan prepaid pursuant to Section 4.1.1 may not be reborrowed.
All payments of principal hereunder shall be made to the Agent
for the account of the Lenders and shall be applied first to
the portion of the Revolving Loan not then subject to
Eurodollar Pricing Option then the balance of any such payment
shall be applied to a portion of the Revolving Loan then
subject to the Eurodollar Pricing Options, in the
chronological order of the respective maturities, thereof,
together with any payment required by Section 3.4."
2.3. Amendment of Section 6.9.5. Section 6.9.5. of the Credit
Agreement is hereby amended and restated to read as follows:
"6.9.5. Loans to employees not to exceed a principal amount of
$1,000,000 in the aggregate at any one time outstanding
provided that loans may be made to selling physicians as part
of the consideration in a Permitted Acquisition in an amount
not to exceed $3,500,000."
2.4. Amendment of Section 7.1.3. Section 7.1.3. of the Credit
Agreement is hereby amended and restated to read 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
physicians who are employed by or otherwise affiliated with
the Borrowers, 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.
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4. CONDITIONS. On or prior to the Amendment Date:
4.1. Each Borrower shall have duly executed and delivered to the
Agent a Revolving Note for each Lender, dated as of June 27,
1996;
4.2. The Company shall have delivered to the Agent an Officers
Certificate in the form of Exhibit A to this Agreement
certifying that the representations and warranties contained
in Section 7 of the Credit Agreement are true and correct on
and as of the Amendment Date with the same force and effect as
though made on and as of such date (except as to any
representation or warranty which refers to a specific earlier
date); that the Borrowers are in compliance with the covenants
contained in Section 6 of the Credit Agreement and no Default
shall exist on the Amendment Date prior to or immediately
after giving effect to the requested extension of credit; and
that no Material Adverse Change has occurred since December
31, 1995;
4.3. The making of the requested Amendment and extension of credit
shall not (a) subject any Lender to any penalty or special tax
(other than a Tax for which the Borrowers are required to
reimburse the Lenders under Section 3.5 of the Credit
Agreement), (b) be prohibited by any Legal Requirement or (c)
violate any credit restraint program of the executive branch
of the government of the United States of America, the Board
of Governors of the Federal Reserve System or any other
governmental or administrative agency so long as any Lender
reasonably believes that compliance is in the best interests
of the Lender.
4.4. This Amendment. the Credit Agreement and each other Credit
Document and the transactions contemplated hereby and thereby
shall have been authorized by all necessary corporate or other
proceedings of the Borrowers. All necessary consents,
approvals and authorizations of any governmental or
administrative agency or any other Person of any of the
transactions contemplated hereby or by any other Credit
Document shall have been obtained and shall be in full force
and effect;
5. 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.
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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/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and
Chief Financial Officer
PEDIATRIX MEDICAL GROUP OF
FLORIDA, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP, P.C. (WV)
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP, P.C. (VA)
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP, S.P. (PR)
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP, P.A. (NJ)
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP OF
KANSAS, P.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP
NEONATOLOGY
AND PEDIATRIC INTENSIVE CARE
SPECIALISTS OF NEW YORK, P.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF
CALIFORNIA, P.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF
ILLINOIS, P.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D.
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▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D., President
PEDIATRIX MEDICAL GROUP OF
MICHIGAN, P.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP OF
PENNSYLVANIA, P.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D., President
PEDIATRIX MEDICAL GROUP OF
TEXAS, P.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF
OHIO, CORP.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
NEONATAL SPECIALISTS, LTD. (AZ)
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP OF
COLORADO, P.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attorney-in-Fact
ST. ▇▇▇▇▇▇ NEONATOLOGY
CONSULTANTS, P.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attorney-in-Fact
PERNOLL MEDICAL GROUP OF
NEVADA, LTD. D/B/A PEDIATRIX
MEDICAL GROUP OF NEVADA
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attorney-in-Fact
PEDIATRIX MEDICAL GROUP OF
SOUTH CAROLINA, P.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
FLORIDA REGIONAL NEONATAL
ASSOCIATES, P.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP, INC.
(Utah)
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP OF
NEW MEXICO, P.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP OF
WASHINGTON, INC., P.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP OF
INDIANA, P.C.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇,
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▇▇▇▇▇ ▇. ▇▇▇▇▇, M.D., President
FORT WORTH NEONATAL
ASSOCIATES, P.A.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attorney-in-Fact
PMG ACQUISITION CORP.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
PEDIATRIX MEDICAL GROUP OF
PUERTO RICO, P.S.C.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Attorney-in-Fact
OBSTETRIX MEDICAL GROUP, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
OBSTETRIX MEDICAL GROUP OF
FLORIDA, INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
BANKBOSTON, N.A.
(formerly known as The First National Bank
of Boston)
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇'▇▇▇▇▇, Managing Director
BankBoston, N.A.
New England Corporate Banking
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Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Telex: 940581
SUNTRUST BANK/CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Vice President
SunTrust Bank/Central Florida, National Association
Health Care Banking Group
Mail Code: 0-1101
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Telecopy (▇▇▇) ▇▇▇-▇▇▇▇