EX-10.1 CONSENT TO EXTENSION



 





Exhibit 10.1




CONSENT TO EXTENSION AGREEMENT AND WAIVER




     This
Consent to Extension Agreement and Waiver (this
“Agreement”) dated as of March 15, 2007
is made by and among PEDIATRIX MEDICAL GROUP, INC., a Florida corporation, and certain of its
subsidiaries and affiliates (collectively, the “Borrowers”), BANK OF AMERICA, N.A., a national
banking association organized and existing under the laws of the United States (“Bank of America”),
in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement (as
defined below)) (in such capacity, the “Administrative Agent”), and each of the Lenders signatory
hereto.



W I T N E S S E T H:




     WHEREAS, the Borrowers, the Administrative Agent and the Lenders have entered into that
certain Credit Agreement dated as of July 30, 2004 (as previously amended and as from time to time
hereafter further amended, modified, supplemented, restated, or amended and restated, the “Credit
Agreement”; capitalized terms used in this Agreement not otherwise defined herein shall have the
respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made
available to the Borrowers a revolving credit facility, including a letter of credit facility and a
swing line facility; and



     WHEREAS, the Company previously advised the Administrative Agent and the Lenders that it would
not deliver the financial statements for the fiscal quarters ended June 30, 2006 and September 30,
2006 within the time provided by Section 6.01(b) of the Credit Agreement or the Compliance
Certificate for each such quarter within the time provided by Section 6.02(b) of the Credit
Agreement, and pursuant to that certain Consent to Extension Agreement dated as of December 14,
2006 (the “Prior Extension Agreement”) the parties thereto agreed to extend such delivery
requirement until March 15, 2007; and



     WHEREAS, the Company has now advised the Administrative Agent and the Lenders that it will not
deliver (a) the financial statements for the fiscal quarters ended June 30, 2006 and September 30,
2006 within the time provided by Section 6.01(b) of the Credit Agreement, (b) the financial
statements for the fiscal year ended December 31, 2006 within the time provided by Section
6.01(a) of the Credit Agreement or the related certificate of its independent certified public
accountants certifying such financial statements (the “Accountants’ Certificate”) within the time
provided by Section 6.02(a) of the Credit Agreement, or (c) the Compliance Certificates for
such quarters and fiscal year within the time provided by Section 6.02(b) of the Credit
Agreement, as certain of such times were previously extended by the Prior Extension Agreement, and
the Company has therefore requested that the Administrative Agent, the Swing Line Lender, the L/C
Issuer and the Lenders consent to extend the time for delivering all such financial statements,
Compliance Certificates and the Accountants’ Certificate until May 15, 2007, and the parties hereto
are willing so to consent to the extension of each such delivery pursuant to Section 10.01
of the Credit Agreement until such time on the terms and conditions set forth in this Agreement;



 









 





     WHEREAS, the Company has further advised the Administrative Agent that it did not deliver the
annual budget required by Section 6.01(c) of the Credit Agreement for the fiscal year
ending December 31, 2007 (the “2007 Budget”) within the time period provided therefor, and has
requested that the Administrative Agent, the Swing Line Lender, the L/C Issuer and the Lenders
waive an Default or Event of Default arising from such delay in the delivery of the 2007 Budget
(the “Specified Event of Default”);



     NOW, THEREFORE, in consideration of the premises and further valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:



     1. Consent to Extension. Subject to the terms and conditions set forth herein, the
Administrative Agent, the Swing Line Lender, the L/C Issuer and the Required Lenders consent to the
extension of the time for delivery of the financial statements for the fiscal quarters of the
Company ended June 30, 2006 and September 30, 2006 pursuant to Section 6.01(b) of the
Credit Agreement, the financial statements for the fiscal year of the Company ended December 31,
2006 pursuant to Section 6.01(a) of the Credit Agreement and the Compliance Certificates
for each such period pursuant to Section 6.02(b) of the Credit Agreement, until May 15,
2007 and the Accountants’ Certificate pursuant to Section 6.02(a), until May 15, 2007;
provided that such consent shall only apply to an extension for the financial statements
required by Section 6.01(a) or (b) of the Credit Agreement, as applicable, and the
Compliance Certificates required by Section 6.02(b) of the Credit Agreement for the fiscal
quarters ended June 30, 2006 and September 30, 2006 and the fiscal year ended December 31, 2006 and
the Accountants’ Certificate for the fiscal year ended December 31, 2006.



     2. Waiver. Subject to the terms and conditions set forth herein, the Administrative
Agent, the Swing Line Lender, the L/C Issuer and the Required Lenders hereby waive the Specified
Event of Default; provided that (a) such waiver shall only apply to any Default or Event of
Default arising directly from the failure to deliver the 2007 Budget within the time provided by
Section 6.01(c) of the Credit Agreement therefor, and not to any other Default or Event of
Default, and (b) the waiver contained in this Paragraph 2, shall terminate, and the
Specified Event of Default shall immediately become an Event of Default, if the Company does not
deliver the 2007 Budget on or prior to May 15, 2007.



     3. Effectiveness; Conditions Precedent. The effectiveness of this Agreement and the
consent to extension of time and waiver provided herein are subject to the satisfaction of the
following conditions precedent, after which such satisfaction the consent to extension of time
herein provided shall be deemed to be effective:




     (a) the Administrative Agent shall have received each of the following documents or
instruments in form and substance reasonably acceptable to the Administrative Agent:




     (i) an original or facsimile (promptly followed by originals) executed
counterpart of this Agreement, duly executed by each Borrower, the Administrative
Agent, the Swing Line Lender, the L/C Issuer and the Required Lenders; and



2









 






     (ii) such other documents, instruments, certifications, undertakings, further
assurances and other matters as the Administrative Agent shall reasonably request;




     (b) all fees and expenses payable to the Administrative Agent and the Lenders
(including the fees and expenses of counsel to the Administrative Agent) invoiced to date
shall have been paid in full.



     4. Consent and Continued Enforceability. Each Borrower hereby consents, acknowledges
and agrees to the consent to extension of time and the waiver set forth herein and hereby confirms
and ratifies in all respects its obligations under the Credit Agreement and each other Loan
Document (including without limitation the continuation of such Borrower’s payment and performance
obligations thereunder upon and after the effectiveness of this Agreement and the consent to
extension of time contemplated hereby) and the enforceability of each such Loan Document against
such Borrower in accordance with its terms.



     5. Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Agreement, each Borrower represents and warrants to the
Administrative Agent and the Lenders as follows:




     (a) Except to the extent that such representations and warranties relate to the
existence, outcome or circumstances surrounding the previously disclosed review of the
Company’s stock option practices and any adjustments that may need to be made to its
financial statements as a result thereof, the representations and warranties made by each
Borrower in Article V of the Credit Agreement and in each of the other Loan
Documents to which such Borrower is a party are true and correct on and as of the date
hereof, except to the extent that such representations and warranties expressly relate to an
earlier date, and except that for purposes of this Paragraph 5, the representations
and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit
Agreement shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement (it being
understood that for purposes of this Agreement, the most recent financial statements
delivered pursuant to Section 6.01(b) of the Credit Agreement are those attached to
the preliminary Compliance Certificate delivered by the Company to the Administrative Agent
on or prior to the date hereof for the fiscal year ended December 31, 2006 (the “Preliminary
Compliance Certificate”), and the Schedule 5.05 referred to in Section 5.05
of the Credit Agreement is updated as provided on such Preliminary Compliance Certificate);




     (b) Other than the matters set forth on Schedule 5.06 of the Credit Agreement
and the existence or circumstances surrounding the previously disclosed review of the
Company’s stock option practices, since the date of the Audited Financial Statements, there
has been no event or circumstance, either individually or in the aggregate, that has had or
could reasonably be expected to have a Material Adverse Effect;




     (c) The Persons appearing as Borrowers on the signature pages to this Agreement
constitute all Persons who are required to be Borrowers pursuant to the terms of the Credit
Agreement and the other Loan Documents, including without limitation all



3









 







Persons who became Material Subsidiaries or were otherwise required to become Borrowers
after the Closing Date, and each of such Persons has become and remains a party to the
Credit Agreement as a Borrower;




     (d) This Agreement has been duly authorized, executed and delivered by the Borrowers
party hereto and constitutes a legal, valid and binding obligation of such parties, except
as may be limited by general principles of equity or by the effect of any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’
rights generally; and




     (e) No Default or Event of Default has occurred and is continuing.



     6. Entire Agreement. This Agreement, together with all the Loan Documents
(collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the
parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and
agreements among the parties relating to such subject matter. No promise, condition,
representation or warranty, express or implied, not set forth in the Relevant Documents shall bind
any party hereto, and no such party has relied on any such promise, condition, representation or
warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in
the Relevant Documents, no representations, warranties or commitments, express or implied, have
been made by any party to the other. None of the terms or conditions of this Agreement may be
changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with
Section 10.01 of the Credit Agreement.



     7. Full Force and Effect of Agreement. After giving effect to the consent herein
provided, the Credit Agreement and all other Loan Documents are hereby confirmed and ratified in
all respects and shall be and remain in full force and effect according to their respective terms.



     8. Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which shall together constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.



     9. Governing Law. This Agreement shall in all respects be governed by, and construed
in accordance with, the laws of the State of New York applicable to contracts executed and to be
performed entirely within such State, and shall be further subject to the provisions of
Sections 10.14 and 10.15 of the Credit Agreement.



     10. Enforceability. Should any one or more of the provisions of this Agreement be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the parties hereto.



4









 





     11. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Borrowers, the Administrative Agent and each of the Lenders, and their respective
successors, legal representatives, and assignees to the extent such assignees are permitted
assignees as provided in Section 10.06 of the Credit Agreement.



[Signature pages follow.]




5









 





     IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed and
delivered by their duly authorized officers as of the day and year first above written.



	 	 	 	 	 
	 	BORROWERS:



PEDIATRIX MEDICAL GROUP, INC.,	 
	 	 	a Florida corporation	 
	 
	 	By:  	/s/ Karl B. Wagner
 	 
	 	 	Name:  	Karl B Wagner 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 	ALASKA NEONATOLOGY ASSOCIATES, INC.

ASSOCIATES IN NEONATOLOGY, INC.

AUGUSTA NEONATOLOGY ASSOCIATES, P.C.

BNA ACQUISITION COMPANY, INC.

CENTRAL OKLAHOMA NEONATOLOGY ASSOCIATES, INC.

CNA ACQUISITION CORP.

FLORIDA REGIONAL NEONATAL ASSOCIATES, INC.

FOOTHILL MEDICAL GROUP, INC.

FORT WORTH NEONATAL ASSOCIATES BILLING, INC.

GNPA ACQUISITION COMPANY, INC.

MAGELLA HEALTHCARE CORPORATION

MAGELLA HEALTHCARE GROUP, L.P.

MAGELLA MEDICAL ASSOCIATES BILLING, INC.

MAGELLA MEDICAL ASSOCIATES MIDWEST, P.C.

MAGELLA MEDICAL ASSOCIATES OF GEORGIA, P.C.

MAGELLA MEDICAL GROUP, INC.

MAGELLA NEVADA, LLC

 	 
	 	By:  	/s/ Karl B. Wagner
 	 
	 	 	Name:  	Karl B Wagner 	 
	 	 	Title:  	Attorney-in-Fact 	 



6









 






	 	 	 	 	 



	 	 	 	 	 
	 	MAGELLA TEXAS, LLC

MNPC ACQUISITION COMPANY, INC.

MNPC ACQUISITION COMPANY, INC.

MOUNTAIN STATES NEONATOLOGY, INC.

NACF ACQUISITION COMPANY, INC.

NEONATAL AND PEDIATRIC INTENSIVE CARE
     MEDICAL GROUP, INC.

NEONATOLOGY ASSOCIATES BILLING, INC.

NEONATAL SPECIALISTS, LTD.

NSPA ACQUISITION COMPANY, INC.

OBSTETRIX ACQUISITION COMPANY OF ARIZONA, INC.

OBSTETRIX ACQUISITION COMPANY OF COLORADO, INC.

OBSTETRIX MEDICAL GROUP OF ARIZONA, P.C.

OBSTETRIX MEDICAL GROUP OF CALIFORNIA,
      A PROFESSIONAL CORPORATION

OBSTETRIX MEDICAL GROUP OF COLORADO, P.C.

OBSTETRIX MEDICAL GROUP OF KANSAS AND

      MISSOURI, P.A.

OBSTETRIX MEDICAL GROUP OF PHOENIX, P.C.

OBSTETRIX MEDICAL GROUP OF TEXAS BILLING, INC.

OBSTETRIX MEDICAL GROUP OF WASHINGTON, INC., P.S.

OBSTETRIX MEDICAL GROUP, INC.

OZARK NEONATAL ASSOCIATES, INC.

PALM BEACH NEO ACQUISITIONS, INC.

PASCV ACQUISITION COMPANY, INC.

PEDIATRIX ACQUISITION COMPANY OF OHIO, INC.

 	 
	 	By:  	/s/ Karl B. Wagner
 	 
	 	 	Name:  	Karl B Wagner 	 
	 	 	Title:  	Attorney-in-Fact 	 



7









 






	 	 	 	 	 



	 	 	 	 	 
	 	PEDIATRIX ACQUISITION
COMPANY OF

      WASHINGTON, INC.

PEDIATRIX FLORIDA LLC

PEDIATRIX MEDICAL GROUP NEONATOLOGY

      AND PEDIATRIC INTENSIVE CARE
SPECIALISTS

      OF NEW YORK, P.C.

PEDIATRIX MEDICAL GROUP OF ARKANSAS, P.A.

PEDIATRIX MEDICAL GROUP OF CALIFORNIA,

      A PROFESSIONAL CORPORATION

PEDIATRIX MEDICAL GROUP OF COLORADO, P.C.

PEDIATRIX MEDICAL GROUP OF DELAWARE, INC.

PEDIATRIX MEDICAL GROUP OF FLORIDA, INC.

PEDIATRIX MEDICAL GROUP OF GEORGIA, P.C.

PEDIATRIX MEDICAL GROUP OF ILLINOIS, P.C.

PEDIATRIX MEDICAL GROUP OF INDIANA, P.C.

PEDIATRIX MEDICAL GROUP OF KANSAS, P.A.

PEDIATRIX MEDICAL GROUP OF KENTUCKY, P.S.C.

PEDIATRIX MEDICAL GROUP OF LOUISIANA, L.L.C.

 	 
	 	By:  	/s/ Karl B. Wagner
 	 
	 	 	Name:  	Karl B Wagner 	 
	 	 	Title:  	Attorney-in-Fact 	 



8









 






	 	 	 	 



	 	 	 	 	 
	 	PEDIATRIX MEDICAL GROUP OF MICHIGAN, P.C.

PEDIATRIX MEDICAL GROUP OF MISSOURI, P.C.

PEDIATRIX MEDICAL GROUP OF NEW MEXICO, P.C.

PEDIATRIX MEDICAL GROUP OF NORTH

      CAROLINA, P.C.

PEDIATRIX MEDICAL GROUP OF OHIO CORP.

PEDIATRIX MEDICAL GROUP OF OKLAHOMA, P.C.

PEDIATRIX MEDICAL GROUP OF PENNSYLVANIA, P.C.

PEDIATRIX MEDICAL GROUP OF PUERTO RICO, P.S.C.

PEDIATRIX MEDICAL GROUP OF SOUTH

      CAROLINA, P.A.

PEDIATRIX MEDICAL GROUP OF TENNESSEE, P.C.

PEDIATRIX MEDICAL GROUP OF TEXAS

      BILLING, INC

PEDIATRIX MEDICAL GROUP OF WASHINGTON,

      INC., P.S.

PEDIATRIX MEDICAL GROUP, INC.,

      a Utah corporation

PEDIATRIX MEDICAL GROUP, P.A.

PEDIATRIX MEDICAL GROUP, P.C.,

      a Virginia corporation

PEDIATRIX MEDICAL GROUP, P.C.,

      a West Virginia corporation

PEDIATRIX MEDICAL MANAGEMENT, L.P.

PEDIATRIX MEDICAL SERVICES, INC.

PEDIATRIX OF MARYLAND, P.A.

PEDIATRIX SCREENING, INC.

 	 
	 	By:  	/s/ Karl B. Wagner
 	 
	 	 	Name:  	Karl B Wagner 	 
	 	 	Title:  	Attorney-in-Fact 	 



9









 






	 	 	 	 	 



	 	 	 	 	 
	 	PEDIATRIX TEXAS I LLC

PEDIATRIX VIRGINIA ACQUISITION

      COMPANY, INC.

PERINATAL PEDIATRICS, P.A.

PMG ACQUISITION CORP.

PMGSC, P.A.

PNA ACQUISITION CO., INC.

POKROY MEDICAL GROUP OF NEVADA, LTD.

RPNA ACQUISITION COMPANY, INC.

SCPMC ACQUISITION CO.

SNCA ACQUISITION COMPANY, INC.

ST. JOSEPH NEONATOLOGY CONSULTANTS, INC.

TEXAS MATERNAL FETAL MEDICINE BILLING, INC.

TEXAS NEWBORN SERVICES, INC.

TUCSON PERINATAL SERVICES, P.C.

 	 
	 	By:  	/s/ Karl B. Wagner
 	 
	 	 	Name:  	Karl B Wagner 	 
	 	 	Title:  	Attorney-in Fact 	 



10









 






	 	 	 	 	 
	 	ADMINISTRATIVE AGENT:





BANK OF AMERICA, N.A.,

as Administrative Agent

 	 
	 	By:  	/s/
Kevin L. Ahart
 	 
	 	 	Name:  Kevin L. Ahart	 
	 	 	Title:  Assistant Vice President	 



11









 






	 	 	 	 	 
	 	LENDERS:





BANK OF AMERICA, N.A. as a Lender, L/C Issuer and

Swing Line Lender

 	 
	 	By:  	/s/
 Richard Hardison	 
	 	 	Name:  Richard Hardison	 
	 	 	Title:  Vice President	 



12









 






	 	 	 	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
Jose M. Cruz
 	 
	 	 	Name:  Jose M. Cruz	 
	 	 	Title:  Senior Vice
President	 



13









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUNTRUST BANK

 	 
	 	By:  	/s/
 Helen C. Hartz	 
	 	 	Name:  Helen C. Hartz	 
	 	 	Title:  Vice President	 	 



14









 






	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
 S. Walker Choppin	 
	 	 	Name:  S. Walker Choppin	 	 
	 	 	Title:  S.V.P.	 	 



15









 






	 	 	 	 	 
	 	WACHOVIA BANK, N.A.

 	 
	 	By:  	/s/
 Pantelis Klonaris	 
	 	 	Name:  Pantelis Klonaris	 	 
	 	 	Title:  Vice President,
Associate RM	 	 



16









 







	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
 J.T. Taylor	 
	 	 	Name:  J.T. Taylor	 
	 	 	Title:  S.V.P.	 



17









 






	 	 	 	 	 
	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/
 Richard L. Tavrow	 
	 	 	Name:  Richard L. Tavrow	 
	 	 	Title:  Richard L. Tavrow	 
	 
	 	 	 
	 	By:  	                                         /s/
 Irja R. Otsa	 
	 	 	Name:  Irja R. Otsa	 
	 	 	Title:  Associate Director	 



18









 






	 	 	 	 	 
	 	THE INTERNATIONAL BANK OF MIAMI, N.A.

 	 
	 	By:  	/s/
 Panayiotis Ch. Zotos	 
	 	 	Name:  Panayiotis Ch. Zotos	 
	 	 	Title:  Senior Vice
President	 



19









 






	 	 	 	 	 



	 	 	 	 	 
	 	MERRILL LYNCH BANK USA

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




20