Amendment No. 2 to Credit Agreement



 






Exhibit 10.10




AMENDMENT NO. 2 TO CREDIT AGREEMENT




     This Amendment No. 2 to Credit Agreement (this “Agreement”) dated as of March 10, 2005 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 hereby 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 Borrower a revolving credit facility, including a
letter of credit facility and a swing line facility; and



     WHEREAS, the Borrower has advised the Administrative Agent and the Lenders that it desires to
amend certain provisions of the Credit Agreement as set forth below and the Administrative Agent
and the Lenders signatory hereto are willing to effect such amendment on the terms and conditions
contained in this Agreement;



     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. Amendments to Credit Agreement. Subject to the terms and conditions set forth
herein, the Credit Agreement is hereby amended as follows:




     (a) Section 2.14(a) of the Credit Agreement is hereby amended by deleting the
reference to “$50,000,000” in such section and replacing it with “$80,000,000” in lieu
thereof.




     (b) Section 6.11 of the Credit Agreement is hereby amended by deleting such
section in its entirety and replacing it with the following:




     6.11 Use of Proceeds. Use the proceeds of the Credit Extensions for
general corporate purposes not in contravention of any Law or of any Loan
Document; provided, however, that neither the Company nor any other
Borrower may use the proceeds of Credit Extensions to purchase or otherwise
acquire any shares of capital stock of the Company unless (i) such purchase
or acquisition is permitted by Section 7.07(c), (d) or
(f) and (ii) any shares of such capital stock of the
Company so acquired are retired or otherwise relegated to “unissued”
status immediately following the purchase or other acquisition thereof.



 









 






     (c) Section 6.02(b) of the Credit Agreement is hereby amended by deleting such
section in its entirety and replacing it with the following:




     (b) concurrently with the delivery of the financial statements
referred to in Sections 6.01(a) and (b), (i) a duly
completed Compliance Certificate signed by a Responsible Officer of the
Company, (ii) an updated Schedule 5.05 and an updated part (a) of
Schedule 5.13, showing all information required to be set forth in
each such Schedule, updated since the last delivery thereof, and (iii) in
the event that any one or more programs for the purchase or other
acquisition of Equity Interests issued by the Company was in effect as of
the date of such financial statements but had not at such time been fully
implemented, a certificate demonstrating Consolidated Net Worth as of the
date of such financial statements giving pro forma effect to the full
implementation of each such program then in effect (which may be included
as part of the Compliance Certificate required by part (i) of this
Section 6.02(b) above).




     (d) Section 7.07 of the Credit Agreement is hereby amended by (i) deleting the
word “and” at the end of subsection (d) thereof, (ii) deleting the period at the end of
subsection (e) thereof and replacing it with “; and”, and (iii) adding the following new
subsection (f) to Section 7.07:




     (f) the Company may make open market purchases or other acquisitions
of Equity Interests issued by it so long as (i) immediately after giving
effect to any such purchase or other acquisition, the Borrowers are in pro
forma compliance with each of the financial covenants set forth in
Section 7.12, and (ii) promptly following the adoption by the Board
of Directors (or other appropriate governing body) of the Company of any
program for such purchases or other acquisitions (and prior to making any
purchase or other acquisition pursuant to such a program), the Company
delivers to the Administrative Agent a certificate demonstrating pro forma
compliance with the Consolidated Net Worth covenant set forth in
Section 7.12(a) as of the date thereof and giving effect to all
repurchases or other acquisitions permitted under such program and any
other program then in effect.



     2. Effectiveness; Conditions Precedent. The effectiveness of this Agreement and the
amendments to the Credit Agreement herein provided are subject to the satisfaction of the following
conditions precedent, after which such satisfaction the amendments to the Credit Agreement herein
provided shall be deemed to be effective as of the Closing Date of the Credit Agreement:



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     (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 and the Required Lenders;




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




     (iii) a certificate from a Responsible Officer of the Company demonstrating pro
forma compliance with the Consolidated Net Worth covenant set forth in Section
7.12(a) after giving effect to all purchases or other acquisitions of Equity
Interests of the Company authorized to be made pursuant to an approved program,
whether or not actually made, on or at any time after the Closing Date and through
the date of this Agreement; and




     (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.



     3. Consent and Continued Enforceability. Each Borrower hereby consents, acknowledges
and agrees to the amendments 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 amendments contemplated hereby) and the enforceability
of each such Loan Document against such Borrower in accordance with its terms.



     4. 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) 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 Section 4, 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;




     (b) Other than the matters set forth on Schedule 5.06 of the Credit Agreement,
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;



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     (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 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.



     5. 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.



     6. Full Force and Effect of Agreement. Except as hereby specifically amended,
modified or supplemented, 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, with the amendments provided herein deemed to have been effective as of the
Closing Date of the Credit Agreement.



     7. 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.



     8. 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.



     9. 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.



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     10. References. All references in any of the Loan Documents to the “Credit Agreement”
shall mean the Credit Agreement, as amended hereby.



     11. Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Administrative Agent and each of the Guarantors and Lenders, and their
respective successors, legal representatives, and assignees to the extent such assignees are
permitted assignees as provided in Section 10.04 of the Credit Agreement.



[Signature pages follow.]




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     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

MAGELLA TEXAS, LLC

 	 
	 	 	 
	 	 	 
	 	 	 
	 



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




Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages




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	 	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.

PEDIATRIX ACQUISITION COMPANY OF WASHINGTON, INC.

PEDIATRIX FLORIDA LLC

 	 
	 	 	 
	 	 	 
	 	 	 
	 



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



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages





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	 	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.

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.

 	 
	 	 	 
	 	 	 
	 	 	 
	 



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



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages





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	 	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.

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.

 	 
	 	 	 
	 	 	 
	 	 	 
	 



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



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages




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	 	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 	 
	 



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages






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	 	ADMINISTRATIVE AGENT:





BANK OF AMERICA, N.A.,

as Administrative Agent

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



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages





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	 	LENDERS:





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

Swing Line Lender

 	 
	 	By:  	/s/ Richard C. Hardison
 	 
	 	 	Name:  	Richard D. Hardison 	 
	 	 	Title:  	Vice President 	 
	 



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages





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	 	HSBC BANK USA, NATIONAL ASSOCIATION

 	 
	 
	 	By:  	/s/ Steven C. Mayer
 	 
	 	 	Name:  	Steven C. Mayer 	 
	 	 	Title:  	Vice President 	 
	 



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages





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	 	SUNTRUST BANK

 	 
	 	By:  	/s/ David P. Singleton
 	 
	 	 	Name:  	David P. Singleton 	 
	 	 	Title:  	Managing Director 	 
	 



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages





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	 	U.S. BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ S. Walker Choppin
 	 
	 	 	Name:  	S. Walker Choppin 	 
	 	 	Title:  	Senior Vice President 	 
	 



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages





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	 	WACHOVIA BANK, N.A.

 	 
	 	By:  	/s/ Juan C. Castro
 	 
	 	 	Name:  	Juan C. Castro 	 
	 	 	Title:  	Vice President 	 
	 



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages





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	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
J.T. Taylor
 	 
	 	 	Name: 	J.T. Taylor	 
	 	 	Title:  	Senior Vice President 	 
	 



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages





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	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Edward Cripps
 	 
	 	 	Name:  	Edward Cripps 	 
	 	 	Title:  	Director 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	                                              /s/ Joselin Fernandes
 	 
	 	 	Name:  	Joselin Fernandes 	 
	 	 	Title:  	Associate Director 	 
	 



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages






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	 	THE INTERNATIONAL BANK OF MIAMI, N.A.

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Pediatrix Medical Group, Inc.

Amendment No. 2 to Credit Agreement

Signature Pages





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