CUSIP No. 45810N302
|
Page 1 of 5 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 SOLE VOTING POWER:
0
|
8 SHARED VOTING POWER:
3,666,184
|
|
9 SOLE DISPOSITIVE POWER:
0
|
|
10 SHARED DISPOSITIVE POWER:
445,100
|
CUSIP No. 45810N302
|
Page 2 of 5 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 SOLE VOTING POWER:
0
|
8 SHARED VOTING POWER:
3,666,184
|
|
9 SOLE DISPOSITIVE POWER:
0
|
|
10 SHARED DISPOSITIVE POWER:
445,100
|
CUSIP No. 45810N302
|
Page 3 of 5 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 SOLE VOTING POWER:
0
|
8 SHARED VOTING POWER:
3,666,184
|
|
9 SOLE DISPOSITIVE POWER:
0
|
|
10 SHARED DISPOSITIVE POWER:
445,100
|
CUSIP No. 45810N302
|
Page 4 of 5 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 SOLE VOTING POWER:
0
|
8 SHARED VOTING POWER:
3,666,184
|
|
9 SOLE DISPOSITIVE POWER:
0
|
|
10 SHARED DISPOSITIVE POWER:
445,100
|
CUSIP No. 45810N302
|
Page 5 of 5 |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 SOLE VOTING POWER:
0
|
8 SHARED VOTING POWER:
3,666,184
|
|
9 SOLE DISPOSITIVE POWER:
0
|
|
10 SHARED DISPOSITIVE POWER:
445,100
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Exhibit A
|
Persons Who may be Deemed to Control the Reporting Persons.
|
Exhibit B
|
Executive Officers and Directors of Sagard Capital Partners GP, Inc., Sagard Capital Partners Management Corp. and Parent.
|
Exhibit C
|
Executive Officers and Directors of Power Corporation of Canada.
|
Exhibit 99.1
|
Joint Filing Agreement, dated as of June 11, 2012, by and among Sagard Capital Partners, L.P., Sagard Capital Partners GP, Inc., Sagard Capital Partners Management Corp. and Parent.
|
Exhibit 99.2
|
Agreement and Plan of Merger, dated as of June 10, 2012, by and among SCP-325 Holding Corp., SCP-325 Merger Sub, Inc. and IntegraMed America, Inc. (incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed by the Issuer on June 11, 2012).
|
Exhibit 99.3
|
Voting Agreement, dated as of June 10, 2012, entered into by and between IAT Reinsurance Company Ltd., Wilshire Insurance Company, Peter R. Kellogg and SCP-325 Holding Corp. (incorporated by reference to Exhibit 99.1 to the current report on Form 8-K filed by the Issuer on June 11, 2012).
|
Exhibit 99.4
|
Commitment Letter with respect to IntegraMed America, Inc. dated as of June 10, 2012 from GCI Capital Markets LLC to Sagard Capital Partners Management Corp. and SCP-325 Merger Sub, Inc.
|
Exhibit 99.5
|
Equity Financing Commitment, dated as of June 10, 2012, by and between SCP-325 Holding Corp. and Sagard Capital Partners, L.P.
|
Exhibit 99.6
|
Limited Guaranty, dated as of June 10, 2012, by Sagard Capital Partners, L.P. in favor of IntegraMed America, Inc.
|
Exhibit 99.7
|
Confidentiality Agreement, dated as of March 16, 2012, by and between Sagard Capital Partners, L.P. and IntegraMed America, Inc.
|
Date: June 20, 2012
|
SAGARD CAPITAL PARTNERS, L.P.
By: Sagard Capital Partners GP, Inc., its general partner
|
||
By:
|
/s/ Dan Friedberg
|
||
Name:
|
Dan Friedberg
|
||
Title:
|
President
|
||
SAGARD CAPITAL PARTNERS GP, INC.
|
|||
By:
|
/s/ Dan Friedberg
|
||
Name:
|
Dan Friedberg
|
||
Title:
|
President
|
||
SAGARD CAPITAL PARTNERS MANAGEMENT CORP.
|
|||
By:
|
/s/ Dan Friedberg
|
||
Name:
|
Dan Friedberg
|
||
Title:
|
President
|
||
SCP-325 HOLDING CORP.
|
|||
By:
|
/s/ Dan Friedberg
|
||
Name:
|
Dan Friedberg
|
||
Title:
|
President
|
||
SCP-325 MERGER SUB, INC.
|
|||
By:
|
/s/ Dan Friedberg
|
||
Name:
|
Dan Friedberg
|
||
Title:
|
President
|
||
(i)
|
4190297 Canada Inc.
|
(ii)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(iii)
|
Canada
|
(i)
|
3249531 Canada Inc.
|
(ii)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(iii)
|
Canada
|
(i)
|
Power Corporation of Canada
|
(ii)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(iii)
|
Canada
|
(i)
|
Gelco Enterprises Ltd.
|
(ii)
|
44 Chipman Hill, Suite 1000, P.O. Box 7289, Station A, Saint John (New Brunswick), Canada E2L 2A9
|
(iii)
|
Canada
|
(i)
|
Nordex Inc.
|
(ii)
|
44 Chipman Hill, Suite 1000, P.O. Box 7289, Station A, Saint John (New Brunswick), Canada E2L 2A9
|
(iii)
|
Canada
|
(i)
|
Dan Friedberg
|
(ii)
|
Director and Executive Officer (President and Chief Executive Officer)
|
(iii)
|
United States
|
(iv)
|
Managing Director, Sagard Capital Partners, L.P.
|
(v)
|
325 Greenwich Avenue, Greenwich CT 06830
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Henri-Paul Rousseau
|
(ii)
|
Director and Executive Officer (Chairman)
|
(iii)
|
Canada
|
(iv)
|
Vice-Chairman, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Denis Le Vasseur
|
(ii)
|
Director
|
(iii)
|
Canada
|
(iv)
|
Vice-President and Controller, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Arnaud Vial
|
(ii)
|
Director and Executive Officer (Treasurer)
|
(iii)
|
Canada
|
(iv)
|
Senior Vice-President, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Pierre Larochelle
|
(ii)
|
Director and Executive Officer (Secretary)
|
(iii)
|
Canada
|
(iv)
|
Vice-President, Investments, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Dan Friedberg
|
(ii)
|
Director and Executive Officer (President and Chief Executive Officer)
|
(iii)
|
United States
|
(iv)
|
Managing Director, Sagard Capital Partners, L.P.
|
(v)
|
325 Greenwich Avenue, Greenwich CT 06830
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Henri-Paul Rousseau
|
(ii)
|
Director and Executive Officer (Chairman)
|
(iii)
|
Canada
|
(iv)
|
Vice-Chairman, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Denis Le Vasseur
|
(ii)
|
Director
|
(iii)
|
Canada
|
(iv)
|
Vice-President and Controller, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Arnaud Vial
|
(ii)
|
Director
|
(iii)
|
Canada
|
(iv)
|
Senior Vice-President, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Pierre Larochelle
|
(ii)
|
Director and Executive Officer (Secretary)
|
(iii)
|
Canada
|
(iv)
|
Vice-President, Investments, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Michael Braner
|
(ii)
|
Executive Officer (Vice-President and Treasurer)
|
(iii)
|
United States
|
(iv)
|
Partner of Sagard Capital Partners Management Corp.
|
(v)
|
325 Greenwich Avenue, Greenwich CT 06830
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Adam Weiss
|
(ii)
|
Executive Officer (Vice-President and Secretary)
|
(iii)
|
United States
|
(iv)
|
Partner of Sagard Capital Partners Management Corp.
|
(v)
|
325 Greenwich Avenue, Greenwich CT 06830
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Dan Friedberg
|
(ii)
|
Director and Executive Officer (President)
|
(iii)
|
United States
|
(iv)
|
Managing Director, Sagard Capital Partners, L.P.
|
(v)
|
325 Greenwich Avenue, Greenwich CT 06830
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Michael Braner
|
(ii)
|
Director and Executive Officer (Vice President and Secretary)
|
(iii)
|
United States
|
(iv)
|
Partner of Sagard Capital Partners Management Corp.
|
(v)
|
325 Greenwich Avenue, Greenwich CT 06830
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Dan Friedberg
|
(ii)
|
Director and Executive Officer (President)
|
(iii)
|
United States
|
(iv)
|
Managing Director, Sagard Capital Partners, L.P.
|
(v)
|
325 Greenwich Avenue, Greenwich CT 06830
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Michael Braner
|
(ii)
|
Director and Executive Officer (Vice President and Secretary)
|
(iii)
|
United States
|
(iv)
|
Partner of Sagard Capital Partners Management Corp.
|
(v)
|
325 Greenwich Avenue, Greenwich CT 06830
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Pierre Beaudoin
|
(ii)
|
Director
|
(iii)
|
Canada
|
(iv)
|
President and Chief Executive Officer, Bombardier Inc.
|
(v)
|
800 René-Lévesque Blvd. West, 30th Floor, Montréal (Québec), Canada H3B 1Y8
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Marcel Coutu
|
(ii)
|
Director
|
(iii)
|
Canada
|
(iv)
|
President and Chief Executive Officer, Canadian Oil Sands Limited
|
(v)
|
2500 First Canadian Centre, 350 – 7th Avenue S.W., Calgary (Alberta), Canada T2P 3N9
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Laurent Dassault
|
(ii)
|
Director
|
(iii)
|
France
|
(iv)
|
Vice-President, Groupe Industriel Marcel Dassault SA
|
(v)
|
9, Rond-Point des Champs Elysées, 75008 Paris, France
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
André Desmarais
|
(ii)
|
Director and Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Deputy Chairman, President and Co-Chief Executive Officer, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Paul G. Desmarais
|
(ii)
|
Director
|
(iii)
|
Canada
|
(iv)
|
Chairman of the Executive Committee, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Paul Desmarais, Jr.
|
(ii)
|
Director and Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Chairman and Co-Chief Executive Officer, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Anthony R. Graham
|
(ii)
|
Director
|
(iii)
|
Canada
|
(iv)
|
President, Wittington Investments, Limited
|
(v)
|
22 St. Clair Avenue East, Suite 2001, Toronto (Ontario), Canada M4T 2S7
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Robert Gratton
|
(ii)
|
Director and Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Deputy Chairman, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Isabelle Marcoux
|
(ii)
|
Director
|
(iii)
|
Canada
|
(iv)
|
Chair and Vice-President, Corporate Development, Transcontinental Inc.
|
(v)
|
1 Place Ville-Marie, Suite 3315, Montréal (Québec), Canada H3B 3N2
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
R. Jeffrey Orr
|
(ii)
|
Director
|
(iii)
|
Canada
|
(iv)
|
President and Chief Executive Officer, Power Financial Corporation
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Michel Plessis-Bélair
|
(ii)
|
Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Vice-Chairman, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
John A. Rae
|
(ii)
|
Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Executive Vice-President, Office of the Chairman of the Executive Committee, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Henri-Paul Rousseau
|
(ii)
|
Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Vice-Chairman, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
T. Timothy Ryan, Jr.
|
(ii)
|
Director
|
(iii)
|
United States
|
(iv)
|
President and Chief Executive Officer, Securities Industry and Financial Markets Association (SIFMA)
|
(v)
|
120 Broadway, 35th Floor, New York, NY 10271 U.S.A.
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Emőke J.E. Szathmáry
|
(ii)
|
Director
|
(iii)
|
Canada
|
(iv)
|
President Emeritus, University of Manitoba
|
(v)
|
70 Dysart Road, Room 112, Winnipeg (Manitoba), Canada R3T 2M6
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Gregory D. Tretiak
|
(ii)
|
Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Executive Vice-President and Chief Financial Officer, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Pierre Larochelle
|
(ii)
|
Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Vice-President, Investments, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Edward Johnson
|
(ii)
|
Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Senior Vice-President, General Counsel and Secretary, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Peter Kruyt
|
(ii)
|
Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Vice-President, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Luc Reny
|
(ii)
|
Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Vice-President, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
(i)
|
Arnaud Vial
|
(ii)
|
Executive Officer
|
(iii)
|
Canada
|
(iv)
|
Senior Vice-President, Power Corporation of Canada
|
(v)
|
751 Victoria Square, Montréal (Québec), Canada H2Y 2J3
|
(vi)
|
None
|
(vii)
|
None
|
Date: June 20, 2012
|
SAGARD CAPITAL PARTNERS, L.P.
By: Sagard Capital Partners GP, Inc., its general partner
|
||
By:
|
/s/ Dan Friedberg
|
||
Name:
|
Dan Friedberg
|
||
Title:
|
President
|
||
SAGARD CAPITAL PARTNERS GP, INC.
|
|||
By:
|
/s/ Dan Friedberg
|
||
Name:
|
Dan Friedberg
|
||
Title:
|
President
|
||
SAGARD CAPITAL PARTNERS MANAGEMENT CORP.
|
|||
By:
|
/s/ Dan Friedberg
|
||
Name:
|
Dan Friedberg
|
||
Title:
|
President
|
||
SCP-325 HOLDING CORP.
|
|||
By:
|
/s/ Dan Friedberg
|
||
Name:
|
Dan Friedberg
|
||
Title:
|
President
|
||
SCP-325 MERGER SUB, INC.
|
|||
By:
|
/s/ Dan Friedberg
|
||
Name:
|
Dan Friedberg
|
||
Title:
|
President
|
||
Borrower:
|
Prior to the effectiveness of a merger (the “Merger”) with and into IntegraMed America, Inc. (“IntegraMed”), a to-be-formed merger Subsidiary (“MergerSub”) that is wholly-owned by Holdings (as defined below), and upon and after the effectiveness of the Merger, IntegraMed, as the surviving entity of the Merger, and at the election of the Agent (as herein defined), one or more Subsidiaries of IntegraMed may be designated as co-borrowers (all of such persons are collectively referred to herein as “Borrower”).
|
|
Guarantors:
|
All Subsidiaries of Borrower and Holdings. “Holdings” means the to-be-formed passive holding company which will be controlled by Sagard Capital Partners, L.P. (“Sponsor”) and which shall own 100% of the issued and outstanding capital stock of MergerSub prior to the Merger and shall own 100% of the issued and outstanding capital stock of IntegraMed from and after the Merger. Notwithstanding the foregoing, foreign Subsidiaries will not be required to be Guarantors.
|
|
Administrative Agent and Sole Bookrunner:
|
GCI Capital Markets LLC (“Golub” or the “Agent”).
|
|
Lenders:
|
Golub, or to the extent all or a portion of any syndication contemplated by the Commitment Letter and/or Fee Letter has occurred, a syndicate of lenders, to be arranged by the Sole Bookrunner in consultation with the Sponsor and to include Golub and/or one or more of its Affiliates.
|
|
Facilities:
|
$95,000,000 senior secured credit facility, consisting of the following:
|
|
(i)
|
$5,000,000 revolving loan facility (the “Revolving Loan(s)”) including a letter of credit sub-facility in an amount equal to $750,000;
|
|
(ii)
|
$90,000,000 Term Loan (“Term Loan”; the Term Loan and the Revolving Loans are referred to herein as the “Loans”).
|
|
Use of Proceeds:
|
To (i) provide funds for the acquisition (the “Acquisition”) of all of the outstanding stock of IntegraMed by way of the Merger, (ii) to repay certain indebtedness of Borrower, (iii) to provide for working capital, capital expenditures and for other general corporate purposes of Borrower, and (iv) to fund certain fees, costs and expenses associated with the closing of the Facilities. Proceeds of Loans shall not be used to finance dissenting shareholder claims in connection with the Merger.
|
|
Term:
|
60 Months.
|
|
Scheduled Amortization:
|
Revolving Loans will be available for borrowing and re-borrowing until maturity, subject to availability (as set forth below), no default or event of default being in existence, bring-down of representations and warranties and delivery of customary notices of borrowing.
|
|
Term Loan shall have scheduled per annum amortization payments equal to 1.0% of the initial principal amount, with equal payments due on the last day of each calendar quarter commencing the last day of the first full calendar quarter after the Closing Date, with the outstanding principal balance due at the end of the Term.
|
||
Revolving Loan Availability:
|
Revolving Loan availability to equal (i) the Revolving Loan commitment less (ii) the sum of (a) the outstanding amount of Revolving Loans and (b) letter of credit obligations.
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Interest Rates:
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At the option of Borrower in accordance with the terms of the Financing Documents, interest on all Loans shall accrue at a reference rate equal to LIBOR or an Index Rate (each as herein defined), plus an applicable margin as set forth below:
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Type of Loan
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Applicable Margin for LIBOR Loans
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Applicable Margin for Index Rate Loans
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Revolving Loan
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7.25%
|
6.00%
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Term Loan
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7.25%
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6.00%
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LIBOR for each “Interest Period” shall mean the greater of (a) 1.25 percent per annum, and (b) the rate per annum appearing on Bloomberg L.P.'s (the "Service") Page BBAM1/(Official BBA USD Dollar Libor Fixings) (or on any successor or substitute page of such Service, or any successor to or substitute for such Service) 2 Business Days prior to the commencement of the requested Interest Period, for a term and in an amount comparable to the Interest Period and the amount of the LIBOR Loan requested (whether as an initial LIBOR Loan or as a continuation of a LIBOR Loan or as a conversion of an Index Rate Loan to a LIBOR Loan) by Borrower in accordance with the Financing Documents, which determination shall be conclusive in the absence of manifest error.
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"Index Rate" shall mean, for any day, a floating rate equal to the greater of (x) the higher of (i) the per annum rate publicly quoted from time to time by The Wall Street Journal as the "Prime Rate" in the United States (or, if The Wall Street Journal ceases quoting a base rate of the type described, either (a) the per annum rate quoted as the base rate on such corporate loans in a different national publication as selected by Administrative Agent or (b) the highest per annum rate of interest published by the Federal Reserve Board in Federal Reserve statistical release H.15 (519) entitled "Selected Interest Rates" as the Bank prime loan rate or its equivalent), and (ii) the Federal Funds Rate plus fifty (50) basis points per annum, and (y) the sum of the LIBOR Rate calculated for each such day based on a LIBOR Period of three (3) months determined two (2) Business Days prior to the first day of the then current month (not to be less than 1.25 percent) plus 1.25 percent per annum. Each change in any interest rate based upon the Index Rate shall take effect at the time of such change in the Index Rate.
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Interest Period means, with respect to any LIBOR Loan, the period commencing on the Business Day the Loan is made, converted or continued as a LIBOR Loan and ending on the date one, two, three or six months thereafter, as selected by Borrower. No more than 5 Interest Periods shall be in effect at any time.
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At the election of the Agent or Required Lenders (as herein defined), no Loan shall be made as, converted or continued as a LIBOR Loan during any event of default. Failure to borrow, or payment (or conversion) of, a LIBOR Loan other than at the end of its Interest Period, shall be subject to customary breakage provisions.
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Interest on Index Rate Loans are payable monthly in arrears on the last day of each month and at maturity of the Loans. Interest on LIBOR Loans are payable at the end of each Interest Period, or if such Interest Period is longer than 3 months, every three month anniversary of the commencement of such Interest Period. Interest based on LIBOR shall be calculated using a 360 day year and actual days elapsed. Interest based on the Index Rate shall be calculated using 365/366 day year and actual days elapsed.
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Default Rate:
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Upon the occurrence and during the continuance of an event of default, at the election of Agent or Required Lenders, or automatically upon the occurrence of a payment or bankruptcy event of default, the Loans shall bear interest at rates that are 2.00% per annum in excess of the rates otherwise payable.
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Expenses/Indemnification:
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The Financing Documents will contain standard indemnification provisions, and shall also provide for expense reimbursement of (i) the Agent in connection with diligence, administration, syndication and documentation and (ii) the Agent and the Lenders (provided Lenders other than Agent shall be limited to one counsel for all such Lenders except in the case of conflict of interest) in connection with litigation, contests, disputes, suits, proceedings or actions and enforcement of remedies, work-outs and restructurings.
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Interest Rate Protection:
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If LIBOR determined pursuant to clause (b) of the definition thereof for an Interest Period of three (3) months exceeds 1.25% per annum for ten (10) consecutive days, then Borrower shall purchase a form of interest rate protection within 90 days of such tenth (10th) day. Such interest rate protection shall be in form and substance reasonably satisfactory to Agent, and will require at least 50% of the then outstanding principal amount of the Term Loan to be protected for a minimum of three years (or if less, the period of time remaining until the final maturity date of the Term Loan) and otherwise on terms to be agreed in the Financing Documents.
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Fees:
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Commitment fee on the average unused daily Revolving Loan balance (less outstanding letters of credit) at a rate equal to 0.50% per annum calculated using a 360 day year and actual days elapsed; payable in arrears on the first Business Day of each month.
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Prepayment premium with respect to any voluntary prepayment of the Term Loan made prior to the third anniversary of the Closing Date equal to the amount of such prepayment multiplied by the following (i) 3.0%, with respect to prepayments made after the Closing Date but prior to the first anniversary of the Closing Date, (ii) 2.0%, with respect to prepayments made on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, and (iii) 1.0%, with respect to prepayments made on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date. The prepayment premium described in the preceding sentence shall be referred to herein as the “Prepayment Premium”.
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Letter of credit fee on undrawn letter of credit exposure at a per annum rate equal to the applicable interest margin for LIBOR Revolving Loans, calculated using a 360-day year and actual days elapsed; payable in arrears on the first Business Day of each month. Borrower will also pay customary fees, charges and expenses to the issuers of letters of credit.
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Borrower shall pay to the Agent, for its own account, the other fees set forth in the Fee Letter attached hereto.
|
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Mandatory Prepayments:
|
The amount by which outstanding Revolving Loans and letters of credit exceed the availability thereof, 50% of excess cash flow (as calculated in accordance with Exhibit A attached hereto) for each fiscal year, commencing with the fiscal year ending December 31, 2013, and 100% of the net cash proceeds from (i) insurance or condemnation payments, (ii) issuance of equity or debt securities (including, without limitation, Specified Equity Contributions), (iii) asset sales or other dispositions (other than those described in the immediately succeeding clause (iv)), (iv) fees and other amounts received on account of the termination of Management Agreements (including, without limitation, proceeds from dispositions of assets described in clause (n) of the Disposition of Assets negative covenant set forth on Exhibit B attached hereto), and (v) certain other events outside of the ordinary course of business (in the case of clauses (i) through (v), subject to customary exceptions (including, without limitation, with respect to the issuance of equity and permitted debt securities applied to Permitted Acquisitions and capital expenditures) and, other than in the case of Specified Equity Contributions, negotiated thresholds and, in the case of clauses (i), (iii) and (iv), customary reinvestment rights or, in the case of clause (iv), reinvestment rights as set forth below). Such prepayments shall be applied (x) first, to the scheduled installments of the Term Loan pro rata to the remaining installments until paid in full and (y) then to the Revolving Loans (but without a reduction to the Revolving Loan commitments). For the avoidance of doubt, no mandatory prepayment shall be subject to the Prepayment Premium (other than with respect to a mandatory prepayment arising from a transaction constituting a sale of all or substantially all of the assets of Holdings and its Subsidiaries or any other change of control transaction). With respect to clause (iv) above, Borrower shall have one year from the date of receipt of such proceeds to reinvest such proceeds; provided that during such reinvestment period such proceeds shall be deposited into a segregated bank account of the Borrower subject to a control agreement in favor of Agent.
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Voluntary Prepayments:
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Borrower may prepay the Revolving Loan and Term Loan in whole or in part (subject to certain minimum amounts). Such prepayments of the Term Loan shall be applied to the scheduled installments of the Term Loan pro rata to the remaining installments until paid in full.
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Security Interest/Ranking:
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First priority perfected security interest in substantially all present and future assets (real (but excluding leasehold mortgages) and personal (but excluding any Excluded Cash)) of Holdings, Borrower and its Subsidiaries, wherever located, and all products and proceeds thereof, subject only to permitted liens on certain assets and other customary permitted exclusions and exceptions (which exclusions, for the avoidance of doubt, shall include security interests in physician management agreements (excluding the proceeds generated therefrom) relating to fertility clinics to the extent such contracts are not assignable pursuant to the terms thereof by the Borrower to a third party except to the extent such prohibitions on assignment are ineffective or rendered unenforceable under applicable laws (including the Uniform Commercial Code).
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First priority perfected pledge of all outstanding equity securities issued by Borrower and each of its Subsidiaries.
Notwithstanding the foregoing, foreign Subsidiaries will not be required to grant security interests in their assets (or be subject to more than a 66% share pledge with respect to their voting equity securities).
Without limiting the foregoing, Borrower and its domestic Subsidiaries shall maintain first priority perfected liens on substantially all of the assets of certain Practice Groups which are managed by Borrower or one of its domestic Subsidiaries (contemplated to include, at a minimum, all vein clinics managed by Borrower or one of its domestic Subsidiaries) in order to secure amounts owing to Borrower or such domestic Subsidiary, as applicable, pursuant to its Management Agreements with such Practice Groups and Borrower or such domestic Subsidiary shall, with respect to vein clinic Practice Groups, maintain stock option agreements or other stock restriction agreements with the owners of such Practice Groups providing Borrower or such domestic Subsidiary the ability to transfer the ownership of such Practice Groups to third parties of its choosing, in each case in form and substance reasonably acceptable to Agent (it being understood and agreed that the current arrangements as disclosed to Agent prior to the date hereof are acceptable (except Borrower shall perfect, by way of filing of a UCC financing statement, any existing unperfected security interests against its Practice Groups)). Borrower and each such domestic Subsidiary shall grant to Agent a lien on all such security interests and its rights under all such stock option agreements or other stock restriction agreements. This paragraph is referred to as the “PC Collateral Requirements”.
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Representations and Warranties:
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The representations and warranties set forth in the Credit Agreement shall be or relate only to the following (with customary exceptions, thresholds and materiality qualifiers to be mutually reasonably acceptable to Agent and Borrower):
Due organization, valid legal existence and good standing; due qualification; power and authority; governmental consents, approvals, licenses, permits and filings (including no defaults thereunder); compliance with organizational documents; compliance with law; compliance with injunctions, decrees and orders; chief executive offices and federal employer identification numbers; transaction documents do not conflict with organizational documents, laws, orders, decrees or material agreements (or create liens thereunder); due authorization, execution, delivery, legality, validity and enforceability of transaction documents and no failure to obtain all required consents (or all material required consents with respect to transaction documents other than the Financing Documents) related thereto; financial statements, pro forma balance sheet and projections; no material adverse effect; title to properties; liens; labor matters; ventures, Subsidiaries and Affiliates; capital structure; investment company status, regulated entities and SEC compliance; SEC filings; internal controls and disclosure procedures; margin regulations; taxes; ERISA and foreign benefit plans; no litigation; broker's fees; intellectual property; accuracy of all information provided taken as a whole; environmental matters; insurance; deposit and other accounts; solvency; no default or event of default; acquisition documents, other related transaction documents and completion of Merger; foreign assets control laws and regulations; no conflicts of interest; Practice Groups, Management Agreements and restrictive stock agreements; health care compliance matters (as to Holdings, its Subsidiaries and, subject to knowledge qualifiers with respect to fertility clinics, Practice Groups) and use of proceeds.
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Affirmative Covenants:
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The affirmative covenants set forth in the Credit Agreement shall be or relate only to the following (with customary exceptions, thresholds and materiality qualifiers to be mutually reasonably acceptable to Agent and Borrower):
Maintenance of existence and assets; conduct of business; payment of obligations; keep adequate books and records (including with respect to Practice Groups); maintenance of insurance and notice of damage or destruction to collateral; compliance with laws and organizational documents; maintenance of permits, licenses and governmental authorizations; de-registration of company common stock under the Exchange Act on or about the Closing Date; de-listing of company common stock on NASDAQ on or about the Closing Date; providing supplemental disclosures; intellectual property; environmental matters; inspection of property, books and records (including with respect to Practice Groups subject to applicable law and compliance with the terms of the Management Agreements); access to properties, facilities, advisors and employees; post-closing obligations; further assurances (including obtaining guarantees of, and providing collateral security for, the Facilities as contemplated in this Summary of Terms and Conditions); exercise of rights under Acquisition Documents (as defined below) and Financing Documents; interest rate hedges (consistent with the section above titled “Interest Rate Protection”); communication with accountants; use of loan proceeds; banking arrangements for the sweep of government receivables (it being understood and agreed that the existing arrangements as disclosed to Agent as of the date hereof are acceptable); health care compliance matters (including corporate compliance program) as to Holdings, its Subsidiaries and, subject to commercially reasonable efforts with respect to fertility clinics, Practice Groups (including post-closing compliance with the physician licensure laws of the States of North Carolina and Florida); and control, structure and management of Practice Groups, Management Agreements (including ensuring certain terms thereunder) and restrictive stock agreements (it being understood and agreed that the existing control, structure and management of Practice Groups, Management Agreements and restrictive stock agreements as disclosed to Agent as of the date hereof are acceptable; provided that with respect to the Excluded Account, the Borrower shall sweep the Unrestricted Funds therefrom no less frequently than monthly).
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Negative Covenants:
|
The negative covenants set forth in the Credit Agreement shall be or relate only to the following (with customary exceptions, thresholds and materiality qualifiers as set forth on Exhibit B hereto or otherwise mutually reasonably acceptable to Agent and Borrower):
Limitations on: mergers, consolidations, creation of Subsidiaries, acquisitions and other fundamental corporate changes; making investments, loans and advances; incurrence of indebtedness; employee loans and other Affiliate transactions; changes in capital structure and line of business (including Holdings as a passive holdco and, with respect to Borrower and its Subsidiaries, permitted “lines of business” that encompass practice management related to any medical practice); contingent obligations (including guarantees of indebtedness); incurring liens; sales of assets (including equity interests); transactions giving rise to ERISA violations; releases of hazardous materials; entering into sale-leaseback, synthetic lease or similar transactions; cancellation of indebtedness; making restricted payments, changing jurisdiction of organization or organizational identification number, company name, locations of chief executive office, principal place of business or collateral, and fiscal year or method of determining fiscal quarters or fiscal months; negative pledges and agreements restricting intercompany transactions; entering into derivative transactions not constituting permitted investments; amending related transaction documents, organizational documents, Management Agreements and restrictive stock agreements; and transactions violating anti-terrorism laws.
Certain of the negative covenants set forth above are further described on Exhibit B attached hereto.
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Reporting Covenants:
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The reporting covenants set forth in the Credit Agreement shall be or relate only to the following:
Delivery of: certified (by an officer of the Borrower) unaudited monthly financial statements and annual audited financial statements, in each case accompanied by a compliance certificate and, on a quarterly basis, management discussion and analysis; annual operating plan; management letters, exception reports and similar communications from independent auditors; supplemental disclosures; notices and information relating to defaults, material adverse changes, related transactions, organizational documents, equity, litigation or other proceedings or violations of law, insurance, leases or warehouses, intellectual property, retirement plans, events triggering mandatory prepayment and change of control and other material events (including notices and information regarding Practice Groups, Management Agreements, restrictive stock agreements and commencing operations in new States); collateral reports, including audits and appraisals; health care notices; and other business or financial information reasonably requested by Agent or Lenders.
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Events of Default:
|
The events of default set forth in the Credit Agreement shall be or relate only to the following (with grace periods, thresholds and materiality qualifiers as set forth on Exhibit B attached hereto or as otherwise mutually reasonably acceptable to Agent and Borrower):
Failure to pay principal, interest or any other amount when due; failure to perform, keep or observe any provision of the Financing Documents; cross-default to other indebtedness; inaccuracy of information, representations or warranties in any material respect (without duplication of materiality qualifiers); attachment or other possession of material assets for benefit of creditors; voluntary or involuntary bankruptcy or similar proceedings; insolvency; failure to discharge or stay execution of judgments; other than due to the conduct of Agent or any Lender that is not the result of any act or omission of Holdings or any of its Subsidiaries, actual or asserted invalidity or impairment of any material provision of any Financing Document (including, without limitation, any security interest created thereunder); loss, suspension or revocation of license or permit resulting in material adverse effect; change of control; loss or damage of material assets, or events causing cessation or substantial curtailment of revenue producing activities, in each case resulting in a material adverse effect; order of court or agency enjoining conduct of all or any material part of business; actual or asserted invalidity or impairment of any subordination provisions; and illegality, invalidity, unenforceability, breach or termination of Management Agreements (excluding the existing Management Agreement with MPD Medical Associates (MA), P.C.) to the extent resulting in the net loss of economic benefits from the affected Management Agreements in excess of twenty percent (20%) of the aggregate gross revenues of Holdings and its Subsidiaries for the immediately preceding fiscal year after taking into account any gains in gross revenues related to new Management Agreements. Certain terms pertaining to the events of default described above are set forth on Exhibit B attached hereto.
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Financing Documents:
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Such loan documents (including a credit agreement (the “Credit Agreement”)), security documents and other documents (as more fully described in this Section, the “Financing Documents”) as are customary for comparable senior secured financings and/or as Agent and Lenders may reasonably require. Subject to the “Limited Conditionality Closing Conditions” set forth below, the Credit Agreement shall include, without limitation, conditions specified herein and representations, warranties, affirmative covenants, negative covenants, financial covenants, financial reporting requirements, events of default, remedies, interest rate protection, yield protection, agency provisions, and indemnification and expense reimbursement, in each case as are customary for comparable senior secured financings (and in any event consistent with the corresponding sections of this Summary of Terms and Conditions) or as are mutually reasonably acceptable to Agent and Borrower. The Financing Documents will also include, as are customary for comparable senior secured financings and/or as Agent and Lenders may reasonably require, opinions, insurance deliveries, certificates (including as to solvency), searches, surveys, government and third party consents (with respect to the Acquisition, to the extent required under the terms of the Acquisition Documents), subordination agreements (to the extent any debt required to be subordinated to the Financing Documents exists as of the Closing Date), control agreements (other than for the Excluded Account so long as Borrower complies with the affirmative covenant related thereto set forth above), landlord and bailee waivers (provided that Borrower shall only be required to use commercially reasonable efforts to obtain landlord and bailee waivers), and customary closing deliveries.
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Limited Conditionality Closing Conditions
|
Notwithstanding anything in the Commitment Letter, this Summary of Terms and Conditions, the Fee Letter or the Financing Documents to the contrary, (a) the only representations relating to IntegraMed and its Subsidiaries and their respective businesses, the accuracy of which shall be a condition to availability of the Facilities on the Closing Date shall be (i) such of the representations made by or regarding IntegraMed and its Subsidiaries and their respective businesses in the Acquisition Documents (as herein defined) as are material to the interests of the Agent and Lenders, but only to the extent that (x) the accuracy of any such representation is a condition to Sponsor’s, Holdings’, Borrower’s or their Affiliates’ obligations to close under the Acquisition Documents or (y) Sponsor, Holdings, Borrower or their Affiliates have the right to terminate their obligations under the Acquisition Documents (or the right not to consummate the Acquisition pursuant to the Acquisition Documents) as a result of a breach of such representation in the Acquisition Documents (the “Merger Agreement Representations”) and (ii) the Specified Representations (as defined below) made by or regarding the Borrower, Holdings and their Subsidiaries in the Financing Documents, and (b) the terms of the Financing Documents shall be in a form such that they do not impair availability of the Facilities on the Closing Date if the conditions set forth in this Summary of Terms and Conditions are satisfied (it being understood that, to the extent a perfected security interest in any collateral (the security interest in respect of which cannot be perfected by means of the filing of a UCC financing statement, the making of a federal intellectual property filing or delivery of possession of capital stock or other certificated security) is not able to be provided on the Closing Date after Borrower’s use of commercially reasonable efforts to do so, then the perfection of such security interest in such collateral shall not constitute a condition precedent to the availability of the Facilities on the Closing Date, but may instead be perfected after the Closing Date pursuant to arrangements to be mutually agreed by the Borrower and the Agent); provided that nothing herein shall limit the applicability of the individual conditions to closing expressly set forth in the section titled “Other Conditions” except to the extent expressly stated to be subject to this paragraph. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Financing Documents relating to: (i) legal existence and good standing in the jurisdiction of incorporation, formation or organization; (ii) company power and authority to enter into and perform the Financing Documents and the transactions contemplated hereby; (iii) due authorization, execution and delivery of, and legality, validity and enforceability of, the Financing Documents; (iv) effectiveness, validity and perfection of first priority liens under the security documents (subject to the limitations set forth in the preceding sentence); (v) no breach or violation of organizational documents and material agreements triggered by the Financing Documents; (vi) all necessary governmental and third party approvals with respect to the Financing Documents; (vii) use of proceeds; (viii) compliance with material laws as it relates to the Financing Documents; (ix) solvency as of the Closing Date (after giving effect to the transactions contemplated hereby) of the Borrower and its Subsidiaries on a consolidated basis; (x) historical financial statements fairly presenting financial condition and results of operations in accordance (subject to customary exceptions in the case of interim financial statements) with generally accepted accounting principles; (xi) Federal Reserve margin regulations; (xii) the Investment Company Act, and (xiii) Patriot Act, OFAC and other anti-terrorism laws. The foregoing provisions of this paragraph are sometimes referred to as the “Certainty of Funds Provisions”.
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Management Fees
|
Management fees, and reimbursement of out-of-pocket costs and expenses, owing to Sponsor under its management services agreement with Holdings and its Subsidiaries may be paid subject to compliance with the applicable terms of the Restricted Payments negative covenant set forth on Exhibit B attached hereto.
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Financial Covenants:
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Financial covenants will be:
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|
(i)
|
Minimum Fixed Charge Coverage Ratio;
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|
(ii)
|
Maximum Total Debt to Adjusted EBITDA (“Total Leverage Ratio”); and
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(iii)
|
Maximum Capital Expenditures.
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Financial covenants will be calculated as set forth on Exhibit C attached hereto and shall be measured at the times and at the levels set forth on Exhibit D attached hereto.
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Equity Cure
|
In the event of an Event of Default under the Fixed Charge Coverage Ratio or Total Leverage Ratio as of the end of a fiscal quarter, any cash common equity contribution made to Holdings and concurrently contributed to Borrower after the last day of such fiscal quarter and on or prior to the day that is 10 days after the day on which financial statements and a compliance certificate are required to be delivered for that fiscal quarter will, at the request of Borrower, be included in the calculation of Adjusted EBITDA solely for the purposes of determining compliance with such financial covenants at the end of such fiscal quarter and any subsequent period that includes such fiscal quarter (any such equity contribution, a “Specified Equity Contribution”); provided, however, that (a) only one Specified Equity Contribution shall be permitted in any four fiscal quarter period, (b) the aggregate amount of Specified Equity Contributions made with respect to any four quarter period shall not exceed 15% of Adjusted EBITDA for such four quarter period (with Adjusted EBITDA calculated without giving effect to such Specified Equity Contribution or prior Specified Equity Contributions), (c) the amount of any Specified Equity Contribution and the use of proceeds therefrom will be no greater than the amount required to cause Holdings and its Subsidiaries to be in compliance with such financial covenants, (d) the proceeds of all Specified Equity Contributions shall be used by Borrower upon receipt thereof to prepay the Term Loan and Revolving Loans in accordance with the mandatory prepayment waterfall described above (provided that notwithstanding such prepayment, the corresponding reduction of the Term Loan and Revolving Loans will not be taken into account for the purposes of determining compliance with the financial covenants for the period with respect to which the Specified Equity Contribution is made and any subsequent measurement period that includes the period with respect to which the Specified Equity Contribution is made), (e) no more than four Specified Equity Contributions shall be made, in the aggregate, after the Closing Date and (f) all Specified Equity Contributions will be disregarded for purposes of the calculation of Adjusted EBITDA for all other purposes, including without limitation, calculating basket levels, pricing and other items (including compliance with affirmative and negative covenants) governed by reference to Adjusted EBITDA or the financial covenants. If, after giving effect to the recalculations set forth herein, Holdings and its Subsidiaries shall then be in compliance with the applicable financial covenants, Holdings and its Subsidiaries shall be deemed to have satisfied the requirements of such financial covenants as of the relevant date of determination with the same effect as though there had been no failure to comply therewith at such date, and the applicable breach or default of such financial covenants that had occurred shall be deemed cured.
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Permitted Acquisitions:1
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Subject to the terms and conditions of the Financing Documents, certain acquisitions will be permitted. Such terms and conditions will include, among other things, (i) a limitation of $10,000,000 on aggregate consideration paid and payable for all such acquisitions during any fiscal year exclusive of net proceeds of any equity issuance of qualified stock by Holdings not otherwise required to prepay the Loans and used to consummate such a permitted acquisition, (ii) no default or event of default is in existence or would be caused thereby, (iii) minimum pro-forma Revolving Loan availability of $2,500,000, (iv) pro-forma Total Leverage Ratio not to exceed the lesser of Total Leverage Ratio calculated as of the Closing Date and the Total Leverage Ratio financial covenant threshold then in effect under the Credit Agreement (assuming the first Total Leverage Ratio financial covenant threshold set forth in the Credit Agreement is in effect until the first covenant compliance testing date), and (v) substantially all of the assets of the target of such acquisition shall be located in the United States and the target shall be in the same line of business as the Borrower (permitted “lines of business” to encompass practice management related to any medical practice).
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Assignments and Participations:
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The Lenders shall be entitled to assign all or part of their Loans and related Commitments, in minimum aggregate amounts of $1,000,000 with respect to the Revolving Loans and $1,000,000 with respect to the Term Loan, subject to certain conditions, including the approvals of the Agent and Borrower, which such approval(s): (i) of Agent and Borrower shall not be unreasonably withheld and shall not be required in connection with an assignment to a Lender, to an Affiliate of a Lender or to certain approved funds, and (ii) of Borrower shall not be required when an event of default exists or in connection with an assignment by Golub or any of its Affiliates prior to completion of a Successful Syndication (as defined in the Fee Letter) of the Facilities. Subject to certain conditions, the Lenders will be entitled to sell participations in all or part of their Loans and related Commitments.
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Other Conditions:
|
Conditions precedent to the closing of the Facilities and funding of the initial Loans thereunder shall consist solely of:
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|
(i)
|
The initial capitalization of Borrower will include (i) the Loans under the Facilities, (ii) cash equity capital representing a minimum of 40% of the total debt and equity capitalization of Borrower from a group of investors being arranged by Sponsor, and providing Sponsor (or its controlled investment affiliates) with (a) direct or indirect ownership of no less than 60% of the capital stock of Holdings on a fully-diluted basis and (b) control of the board of directors or other governing body of Holdings, and (iii) a minimum of $5,000,000 of cash or cash equivalents on hand (or such lesser amount agreed to by Agent and Borrower), after giving effect to the repayment of the Sponsor Bridge Loan and excluding any Excluded Cash;
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(ii)
|
The Acquisition shall have been consummated in accordance with (A) applicable law and (B) the documentation relating thereto (including all conditions precedent set forth therein without any waiver thereof unless, if such waiver is materially adverse to the interest of Agent and Lenders, consented to in writing by Agent) (all such documentation, including all exhibits and schedules thereto, the “Acquisition Documents”), which Acquisition Documents shall be reasonably satisfactory to Agent in form and substance and shall not be subject to any amendment, modification or waiver of any of the provisions thereof that would be materially adverse to the interest of Agent and Lenders without the consent of Agent (provided Agent acknowledges that the Agreement and Plan of Merger dated as of June 10, 2012, together with all exhibits and schedules thereto, has been reviewed by Agent and is satisfactory to Agent (the “Approved Merger Agreement”));
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(iii)
|
The Merger shall have been consummated or shall be consummated substantially concurrently with the initial funding of the Loans by evidence reasonably satisfactory to Agent (e.g. delivery of a file-stamped certificate of merger from the Delaware Secretary of State’s Office evidencing the effectiveness of the Merger);
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(iv)
|
Funded consolidated Total Debt of Borrower on the Closing Date, after giving effect to the related transactions (but, for the avoidance of doubt, without giving effect to the Sponsor Bridge Loan), will be limited to 3.75x TTM Adjusted EBITDA (as calculated in the manner set forth on Exhibit E attached hereto; it being agreed that the “Period Until Close” portion thereof would be based on Q2-2012 results if the Closing Date occurs on or after August 15, 2012); provided, however, that any reduction in purchase price negotiated by Sponsor shall ratably reduce funded consolidated Total Debt and cash equity of Borrower on the Closing Date;
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(v)
|
The Revolving Loan (exclusive of letters of credit issued on the Closing Date) shall be unfunded on the Closing Date;
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(vi)
|
Minimum TTM Adjusted EBITDA of Borrower (as calculated in the manner set forth on Exhibit E attached hereto; it being agreed that the “Period Until Close” portion thereof would be based on Q2-2012 results if the Closing Date occurs on or after August 15, 2012) of $23,750,000;
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(vii)
|
Receipt of Borrower's consolidated audited financial statements for the fiscal year ended December 31, 2011 and unaudited financial statements for the most recent quarter-end for which financial statements are available (which quarter-end in no event will be prior to June 30, 2012 if the Closing Date occurs on or after August 15, 2012);
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(viii)
|
There shall be no order or injunction prohibiting the funding of the Loans;
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(ix)
|
Subject to the Certainty of Funds Provisions, each representation and warranty made by Holdings, Borrower and their direct and indirect Subsidiaries under the Financing Documents shall be true and correct in all material respects (without duplication of any materiality qualifiers contained therein);
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(x)
|
Delivery and execution of each of the Financing Documents containing the terms set forth in this Commitment Letter (or, if not set forth in this Commitment Letter, as mutually reasonably acceptable to Agent and Borrower) and, subject to the Certainty of Funds Provisions, all actions necessary to establish that (A) Agent will have a perfected first priority security interest in the property of Holdings, Borrower and their direct and indirect domestic Subsidiaries shall have been taken and (B) the PC Collateral Requirements have been satisfied, in each case to the extent required pursuant to the section titled “Security Interest/Ranking”;
|
|
(xi)
|
Agent shall have received all documentation and other information regarding Holdings, Borrower and their direct and indirect Subsidiaries required under OFAC, Patriot Act and other applicable anti-money laundering and “know your customer” rules and regulations as well as, to the extent requested by Agent and if applicable, such forms and information required by the U.S. Small Business Administration, including, without limitation, SBA Forms 480 and 652;
|
|
(xii)
|
Compliance with the Information Covenant in all material respects;
|
|
(xiii)
|
The payment of all fees and expenses required under the Commitment Letter and Fee Letter to be paid on the Closing Date; and
|
|
(xiv)
|
Agent shall be satisfied that since December 31, 2011 there has been no Company Material Adverse Effect (as defined in the Approved Merger Agreement without giving effect to any amendment or other modification to such defined term after the date of this Commitment Letter unless agreed to in writing by Agent).
|
|
Required Lenders:
|
Unless only one Lender then exists, two or more Lenders holding greater than 50% of the loan exposure (including unfunded Revolving Loans) under the Facilities (with a Lender and its Affiliates and related funds being deemed a single Lender for purposes hereof).
|
|
Board Observation Rights:
|
Holdings shall allow a senior representative designated by Agent (so long as it is Golub or an Affiliate of Golub) to attend and participate in all meetings of the governing body of Holdings (the “Board Observer”). Holdings shall (i) give Agent notice of all such meetings, at substantially the same time as furnished to the members of Holdings’ governing body, (ii) provide the Board Observer all notices, documents and information furnished to the members of such governing body, whether at or in anticipation of a meeting or an action by written consent, at the same time furnished to the members of such governing body, (iii) notify the Board Observer and permit the Board Observer to participate by telephone in, emergency meetings of such governing body, (iv) provide the Board Observer copies of the minutes of all such meetings at the time such minutes are furnished to the members of such governing body, and (v) cause regularly-scheduled meetings of such governing body of Holdings to be held no less frequently than three (3) times per year. Notwithstanding the foregoing, the Board Observer shall not be entitled to receive materials relating to, or be in attendance for any discussions relating to, topics which (i) are subject to attorney client privilege, (ii) present a conflict of interest for the Board Observer, (iii) concern information subject to confidentiality restrictions, (iv) concern financial strategies related to the Lenders or the Loans or (v) relate to compensation discussions. Agent shall only be entitled to exercise the board observation rights described above to the extent (i) the compliance certificate most recently delivered to Agent and Lenders pursuant to the terms of the Financing Documents evidences a Total Leverage ratio greater than 3.25x or (ii) Borrower is in breach of its reporting covenant relating to financial statements and compliance certificates. Borrower agrees to reimburse Agent for all reasonable out-of-pocket expenses incurred by the Agent representative in connection with his or her attendance at any such meetings.
|
|
Governing Law:
|
The Financing Documents will be governed by and construed in accordance with New York law.
|
Plus:
|
decreases in Working Capital
|
Plus:
|
interest income received in cash for such period to the extent deducted from net income in the calculation of EBITDA
|
Plus:
|
extraordinary gains (other than gains, if any, from fees and other amounts received on account of the termination of Management Agreements) for such period which are cash items deducted from net income in the calculation of EBITDA
|
Less:
|
Unfinanced Capital Expenditures (other than Unfinanced Capital Expenditures made with Surplus Cash) for such period paid in cash (it being agreed to and understood that Capital Expenditures made with proceeds of Revolving Loans shall be deemed unfinanced)
|
Less:
|
increases in Working Capital
|
Less:
|
Interest Expense paid in cash for such period, determined in accordance with GAAP
|
Less:
|
scheduled principal payments paid in cash in respect of Indebtedness for such period
|
Less:
|
extraordinary losses for such period which are cash items added back to net income in the calculation of EBITDA
|
Less:
|
voluntary prepayments of the Term Loan during such period
|
Less:
|
income taxes paid in cash during such period
|
Less:
|
management fees paid in cash to Sponsor under the management services agreement between Sponsor and Holdings and its Subsidiaries during such period to the extent permitted to be paid under the Financing Documents and added back to net income in the calculation of EBITDA
|
Less:
|
to the extent added back to net income in the calculation of EBITDA or, if not added back to net income in the calculation of EBITDA, to the extent not otherwise deducted in the computation of EBITDA, amounts paid in cash during such period as the purchase price for Permitted Acquisitions and fees, costs and expenses incurred in connection with Permitted Acquisitions (whether or not consummated), but solely to the extent not financed with the proceeds of Indebtedness (Indebtedness, for this purpose, does not include fundings of Revolving Loans) or proceeds of an issuance of Stock
|
Less:
|
clinic closing expenses and losses that are cash items and related to the discontinuation of operations and added back to net income in the calculation of EBITDA during such period
|
Less:
|
legal settlement costs paid in cash and added back to net income in the calculation of EBITDA during such period
|
Less:
|
opening losses with respect to new vein clinics that are cash items and added back to net income in the calculation of EBITDA during such period
|
Equals:
|
Excess Cash Flow
|
Decrease (increase) in Working Capital, for the purposes of the calculation of Excess Cash Flow, means the following:
|
||||||||
Beg. Of Period2
|
End of Period
|
|||||||
Current assets:
|
$ | $ | ||||||
Less (in each case to the extent included above as current assets):
|
||||||||
cash
|
||||||||
cash equivalents
|
||||||||
debts due from Affiliates
|
||||||||
deferred tax assets
|
||||||||
Adjusted current assets
|
$ | $ | ||||||
Current liabilities:
|
$ | $ | ||||||
Less (in each case to the extent included above as current liabilities):
|
||||||||
current portion of Indebtedness
|
||||||||
deferred tax liabilities
|
||||||||
Adjusted current liabilities
|
$ | $ | ||||||
Working Capital (adjusted current assets minus adjusted current liabilities)
|
$ | $ | ||||||
Decrease (Increase) in Working Capital (beginning of period minus end of period Working Capital)
|
$ |
•
|
Three (3) Business Day grace period for failure to pay interest on any loan, any fee or any other amount payable under the Financing Documents (failure to pay principal and reimburse draws under letters of credit to have no grace period).
|
•
|
Other than breaches of the negative covenants, financial covenants, Fee Letter and affirmative covenants relating to use of loan proceeds, maintenance of existence and assets, maintenance of insurance, access to properties, facilities, advisors and employees and post-closing obligations (failure to comply therewith to have no grace period), if any Loan Party or Subsidiary of any Loan Party fails to perform or observe any covenant or agreement contained in the Financing Documents, it shall not be an Event of Default unless such default shall continue unremedied for a period of thirty (30) days after the earlier to occur of (i) the date upon which an officer of any Loan Party has knowledge of such default and (ii) the date upon which written notice thereof is given to Borrower by Agent or Required Lenders; provided that if any Loan Party or Subsidiary of any Loan Party fails to perform or observe any reporting covenant contained in the Financing Documents, it shall not be an Event of Default unless such default shall continue unremedied for a period of five (5) days after the earlier to occur of (i) the date upon which an officer of any Loan Party has knowledge of such default and (ii) the date upon which written notice thereof is given to Borrower by Agent or Required Lenders.
|
•
|
Material indebtedness cross-default of $750,000 or greater.
|
•
|
Litigation event of default threshold of $750,000 (excluding amounts covered by insurance to the extent the relevant independent third-party insurer has not denied coverage therefor).
|
1.
|
Minimum Fixed Charge Coverage Ratio
|
||
Fixed Charge Coverage Ratio for the applicable Measurement Period is defined as follows:
|
|||
Interest expense of Holdings and its Subsidiaries determined in accordance with GAAP (and in any event inclusive of interest expense with respect to Indebtedness of Holdings and its Subsidiaries) paid or required to be paid in cash for the Measurement Period (“Interest Expense”)
|
|||
Plus:
|
Any income taxes paid or payable in cash for the Measurement Period
|
||
Plus:
|
Management fees paid in cash under the management services agreement between Sponsor and Holdings and its Subsidiaries during the Measurement Period
|
||
Plus:
|
Scheduled payments of principal for the Measurement Period with respect to all Indebtedness
|
||
Plus:
|
Without duplication, Restricted Payments made by Holdings and its Subsidiaries during the Measurement Period other than those described in clauses (a), (c)(iii), (d), (e), (f), (g) and (h) of the Restricted Payments negative covenant set forth on Exhibit B attached hereto
|
||
Equals:
|
Fixed Charges3
|
||
EBITDA for the Measurement Period
|
|||
Less: |
Unfinanced Maintenance Capital Expenditures for tthe Measurement Period4
|
||
Equals: |
Operating Cash Flow
|
||
Fixed Charge Coverage Ratio (ratio of Operating Cash Flow to Fixed Charges) for the Measurement Period
|
|||
II. | Total Leverage Ratio | ||
Total Funded Debt for the applicable Measurement Period is defined as follows:
|
|||
Aggregate principal balance of all Loans as of the last day of the Measurement Period
|
Plus:
|
Aggregate face amount of all letters of credit and unreimbursed draws under letters of credit as of the last day of the Measurement Period
|
||
Plus:
|
Aggregate amount of all Capital Lease Obligations outstanding on the last day of the Measurement Period
|
||
Plus:
|
Amount of earn-outs and similar payment obligations in existence as of the last day of the Measurement Period to the extent considered a liability for GAAP purposes
|
||
Plus:
|
Without duplication, outstanding principal balance of all other Indebtedness of Holdings and its Subsidiaries as of the last day of the Measurement Period (including interest which has been capitalized or paid-in-kind, but excluding earn-outs and similar deferred payment obligations and Indebtedness of the kinds specifically described in clauses (d), (f), (g), (h) and (i) of the definition thereof)
|
||
Equals:
|
Total Funded Debt
|
||
EBITDA for the Measurement Period
|
|||
Plus:
|
Pro Forma EBITDA for the Measurement Period for each Permitted Acquisition
Permitted Acquisition #1: ____________
Permitted Acquisition #2: ____________
[additional line items, as applicable]
|
||
Equals:
|
Adjusted EBITDA
|
||
Total Leverage Ratio (ratio of Total Funded Debt to Adjusted EBITDA for the Measurement Period)
|
|||
III.
|
Maximum Capital Expenditures; Unfinanced Capital Expenditures and Unfinanced Maintenance Capital Expenditures
|
||
Capital Expenditures for the Measurement Period are defined as follows:5
|
|||
Expenditures (by the expenditure of cash or the incurrence of Indebtedness) during the Measurement Period by Holdings and its Subsidiaries that are required to be capitalized under GAAP and including, without limitation, purchases of business service rights and PP&E for new Practice Groups and expenditures in support of new vein clinics that are required to be capitalized under GAAP
|
|||
Less:
|
Expenditures included above made by way of a reinvestment of asset disposition, insurance casualty or Condemnation Event proceeds permitted pursuant to the terms of the Credit Agreement
|
||
Less:
|
Expenditures included above constituting the purchase price paid in connection with a Permitted Acquisition
|
||
Less: |
Expenditures included above made by way of a reinvestment of fees and other amounts received on account of the termination of Management Agreements and not required to be used to prepay the Loans pursuant to the terms of the Credit Agreement
|
||
Less: | Expenditures included above financed with the proceeds of an issuance of Stock not required to be used to prepay the Loans pursuant to the terms of the Credit Agreement | ||
Equals:
|
Capital Expenditures
|
||
Less:
|
Portion of Capital Expenditures financed during the Measurement Period under Capital Leases or other Indebtedness (Indebtedness, for this purpose, does not include fundings of Revolving Loans)
|
||
Equals:
|
Unfinanced Capital Expenditures (used in the calculation of Excess Cash Flow) for the Measurement Period
|
||
Less:
|
Portion of Unfinanced Capital Expenditures that are comprised of (i) purchases of business service rights and PP&E for new Practice Groups, and (ii) Capital Expenditures in support of new vein clinics)
|
||
Equals:
|
Unfinanced Maintenance Capital Expenditures (used in the calculation of Fixed Charge Coverage Ratio) for the Measurement Period
|
||
IV.
|
Calculation of EBIDTA
|
||
EBITDA for the applicable Measurement Period is defined as follows:
|
|||
Consolidated net income (or loss) for the Measurement Period of Holdings and its Subsidiaries, but excluding: (1) the income (or deficit) of any person accrued prior to the date it became a Subsidiary of, or was merged or consolidated into, Holdings or any of its Subsidiaries; (2) the income (or deficit) of any person (other than a Subsidiary of Holdings) in which Holdings or any of its Subsidiaries has an ownership interest, except to the extent any such income has actually been received by Holdings or such Subsidiary in the form of cash dividends or distributions; (3) the undistributed earnings of any Subsidiary (including without limitation any foreign Subsidiary) of Holdings and its Subsidiaries to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation, requirement of law or other legal restriction applicable to such Subsidiary; (4) any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of income accrued during such period; (5) any write-up or write-down of any asset; (6) any net gain from the collection of the proceeds of life insurance policies; (7) any net gain or loss arising from the acquisition of any securities, or the extinguishment, under GAAP, of any Indebtedness, of Holdings or any of its Subsidiaries, (8) in the case of a successor to Holdings or any of its Subsidiaries by consolidation or merger or as a transferee of its assets, any earnings of such successor prior to such consolidation, merger or transfer of assets; and (9) any deferred credit representing the excess of equity in any Subsidiary of Holdings at the date of acquisition of such Subsidiary over the cost to the parent of such Subsidiary of the investment in such Subsidiary
|
|||
Plus:
|
Any provision for income taxes deducted in the determination of consolidated net income for the Measurement Period
|
||
Plus:
|
Interest expense deducted in the determination of consolidated net income for the Measurement Period
|
||
Plus:
|
Amortization and depreciation deducted in the determination of consolidated net income for the Measurement Period
|
||
Plus:
|
Other non-cash losses or expenses deducted in the determination of consolidated net income for the Measurement Period, excluding any non-cash loss or expense that is an accrual of a reserve for a cash expenditure or payment to be made, or anticipated to be made, in a future period
|
||
Plus:
|
Management fees under the management services agreement between Sponsor and Holdings and its Subsidiaries not in excess of amounts permitted to be paid pursuant to the terms of the Credit Agreement and deducted in the determination of consolidated net income for the Measurement Period
|
||
Plus:
|
Expenses deducted in the determination of consolidated net income during the Measurement Period that are actually reimbursed in cash by a third party (and not Holdings, one of its Subsidiaries or one of their Affiliates) during such Measurement Period
|
||
Plus:
|
Reasonable expenses and fees deducted in the determination of consolidated net income and incurred during the Measurement Period in connection with the negotiation, execution and delivery on the Closing Date of the Financing Documents and the related transactions documents not exceeding a to-be-determined amount
|
||
Plus:
|
Extraordinary losses deducted in the determination of consolidated net income during the Measurement Period
|
||
Plus:
|
The amount of any non-cash deduction to consolidated net income during the Measurement Period as the result of any grant to any members of the management of Holdings and its Subsidiaries of any Stock so long as the same is not reasonably likely to result in a cash expenditure in a future period
|
||
Plus:
|
Opening losses with respect to new vein clinics deducted in the determination of consolidated net income for the Measurement Period to the extent all of the following conditions are satisfied: (i) such losses relate solely to new vein clinics that have not been operating for more than 18 months at the end of any quarter included in the applicable Measurement Period and (ii) with respect to each such vein clinic that had losses eligible for inclusion in this line item for the relevant period, the amount added back to consolidated net income for the applicable Measurement Period pursuant to this line item shall not exceed an amount equal to $300,000 per such vein clinic per such quarter included in the applicable Measurement Period (with only the excess over this quarterly limit per clinic being excluded)
|
||
Plus:
|
Clinic closing expenses and losses related to the discontinuation of operations, in each case deducted in the determination of consolidated net income during the Measurement Period but not to exceed $1,000,000 during any Measurement Period
|
||
Plus:
|
Legal settlement costs deducted in the determination of consolidated net income during the Measurement Period but not to exceed $2,500,000 (net of any insurance proceeds related to such costs) during the term of the Credit Agreement
|
||
Plus:
|
Reasonable fees, costs and expenses incurred in connection with Permitted Acquisitions (whether or not consummated) deducted in the determination of consolidated net income during the Measurement Period, not to exceed $1,000,000 in the aggregate during any fiscal year
|
||
Less:
|
the sum of (1) any benefit, including income tax credits, from income taxes, (2) interest income, (3) extraordinary gains for such period, (4) any aggregate net gain (but not any aggregate net loss) during such period arising from the sale, exchange or other disposition of capital assets by Holdings or one of its Subsidiaries (including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the disposition of fixed assets and all securities), and (5) any other non-cash income or gains, in each case with respect to the preceding clauses (1) through (5), to the extent included or added in the calculation of consolidated net income for the Measurement Period in accordance with GAAP, but without duplication
|
||
Less:
|
solely for purposes of computing EBITDA to be used in the calculation of the financial covenants under the Credit Agreement (and not for purposes of computing Excess Cash Flow), the amount of positive EBITDA of direct and indirect foreign Subsidiaries of Holdings to the extent such amount exceeds 20% of the EBITDA of Holdings and its Subsidiaries as a whole for such Measurement Period (the deduction pursuant to this line item to be limited to the amount of such excess)
|
||
EBITDA for the Measurement Period6
|
Period
|
Pre-Closing Unfinanced Maintenance Capital Expenditures
|
Quarter ended September 30, 2011
|
$1,670,000
|
Quarter ended December 31, 2011
|
$ 450,000
|
Quarter ended March 31, 2012
|
$2,150,000
|
April 2012, May 2012 and each other month or portion thereof thereafter to Closing Date
|
Unfinanced Maintenance Capital Expenditures of Holdings and its Subsidiaries computed on a basis consistent with the determination of Pre-Closing Unfinanced Maintenance Capital Expenditures for the periods above
|
Period
|
Pre-Closing EBITDA
|
Quarter ended September 30, 2011
Quarter ended December 31, 2011
Quarter ended March 31, 2012
|
$6,107,000
$6,469,000
$5,623,000
|
April 2012, May 2012 and each other month or portion thereof thereafter to Closing Date
|
EBITDA of Holdings and its Subsidiaries computed on a basis consistent with the determination of Pre-Closing EBITDA for the preceding periods
|
Fiscal Quarter End Date
|
Minimum Ratio
|
December 31, 2012
|
1.10 to 1.00
|
March 31, 2013
|
1.10 to 1.00
|
June 30, 2013
|
1.10 to 1.00
|
September 30, 2013
|
1.05 to 1.00
|
December 31, 2013
|
1.05 to 1.00
|
March 31, 2014
|
1.05 to 1.00
|
June 30, 2014
|
1.05 to 1.00
|
September 30, 2014
|
1.05 to 1.00
|
December 31, 2014
|
1.05 to 1.00
|
March 31, 2015
|
1.10 to 1.00
|
June 30, 2015
|
1.15 to 1.00
|
September 30, 2015 and the last day of
|
|
each fiscal quarter thereafter
|
1.25 to 1.00
|
Fiscal Quarter End Date
|
Maximum Ratio
|
December 31, 2012
|
4.50 to 1.00
|
March 31, 2013
|
4.50 to 1.00
|
June 30, 2013
|
4.25 to 1.00
|
September 30, 2013
|
4.25 to 1.00
|
December 31, 2013
|
4.25 to 1.00
|
March 31, 2014
|
4.00 to 1.00
|
June 30, 2014
|
4.00 to 1.00
|
September 30, 2014
|
4.00 to 1.00
|
December 31, 2014
|
4.00 to 1.00
|
March 31, 2015
|
3.75 to 1.00
|
June 30, 2015
|
3.75 to 1.00
|
September 30, 2015
|
3.50 to 1.00
|
December 31, 2015
|
3.50 to 1.00
|
March 31, 2016
|
3.50 to 1.00
|
June 30, 2016
|
3.25 to 1.00
|
September 30, 2016
|
3.25 to 1.00
|
December 31, 2016 and the last day of
|
|
each fiscal quarter thereafter
|
3.00 to 1.00
|
EBITDA definition for calculation at closing:
|
|||||||||
Q2-2011
|
Q3-2011
|
Q4-2011
|
Q1-2012
|
Period until close
|
LTM Q1 2012
|
LTM at closing
|
Source / notes
|
||
Consolidated net income
|
348
|
1,441
|
1,852
|
1,309
|
4,950
|
Quarterly 8-K
|
|||
+
|
Income taxes
|
282
|
962
|
1,122
|
865
|
3,231
|
Quarterly 8-K
|
||
+
|
Interest expense
|
131
|
126
|
116
|
105
|
478
|
Quarterly 8-K
|
||
+
|
Amortization and depreciation
|
2,023
|
2,350
|
2,210
|
2,086
|
8,669
|
Quarterly 8-K
|
||
+
|
Management fees
|
-
|
-
|
-
|
-
|
-
|
None pre-close
|
||
+
|
Expenses included in net income that are reimbursed by a third-party
|
-
|
-
|
-
|
-
|
-
|
Attachment 1
|
||
+
|
Financing fees
|
-
|
-
|
-
|
-
|
-
|
To be determined
|
||
+
|
Stock-based compensation
|
427
|
253
|
445
|
292
|
1,417
|
Attachment 1
|
||
+
|
Public company expense savings
|
197
|
197
|
197
|
340
|
931
|
Attachment 1
|
||
+
|
Isis transaction closing expenses
|
-
|
-
|
-
|
-
|
-
|
To be determined
|
||
+
|
VCA clinic closing expenses and losses on discontinued operations
|
167
|
167
|
167
|
68
|
568
|
Attachment 1
|
||
+
|
Legal settment costs
|
1,650
|
-
|
-
|
-
|
1,650
|
Attachment 1
|
||
+
|
Expenses related to acquisitions
|
-
|
-
|
-
|
-
|
-
|
To be determined
|
||
+
|
Losses on new vein clinics
|
795
|
862
|
665
|
877
|
3,199
|
Attachment 2
|
||
+
|
Other non-cash losses or expenses
|
(206)
|
(206)
|
(261)
|
(277)
|
(950)
|
Attachment 1: payroll accrual recalculation; out-of-period incentive compensation; vacant positions (Fertility President, other); Washington franchise tax and tax refund; New York payroll taxes out-of-period; bad debt expense reserve adjustment
|
||
-
|
Income tax credits
|
-
|
-
|
-
|
-
|
-
|
None identified to date
|
||
-
|
Interest income
|
(44)
|
(44)
|
(44)
|
(42)
|
(175)
|
Attachment 1
|
||
-
|
Extraordinary gains or gains on asset-sales
|
-
|
-
|
-
|
-
|
-
|
None identified to date
|
||
-
|
EBITDA in excess of 20% of total earned by foreign subsidiaries
|
-
|
-
|
-
|
-
|
-
|
None currently
|
||
=
|
Adjusted EBITDA
|
5,769
|
6,107
|
6,469
|
5,623
|
23,969
|
|||
-
|
EBITDA from Fertility Partners acquired in period
|
To be determined
|
|||||||
+
|
Pro-forma (annualized) EBITDA from Fertility Partners acquired in period
|
Estimates from management
|
|||||||
=
|
Pro forma Adjusted EBITDA
|
5,769
|
6,107
|
6,469
|
5,623
|
23,969
|