Consent to Extension Agreement



 






EXHIBIT 10.1




CONSENT TO EXTENSION AGREEMENT




     This Consent to Extension Agreement (this “Agreement”) dated as of August 11, 2006 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 has advised the Administrative Agent and the Lenders that it will not
deliver the financial statements for the fiscal quarter ended June 30, 2006 within the time
provided by Section 6.01(b) of the Credit Agreement or the Compliance Certificate for such
quarter within the time provided by Section 6.02(b) of the Credit Agreement, and has
requested that the Administrative Agent, the Swing Line Lender, the L/C Issuer and the Lenders
consent to extend such delivery requirement until October 15, 2006, and the parties hereto are
willing so to consent to the extension of such delivery pursuant to Section 10.01 of the
Credit Agreement until such time on the terms and conditions set forth 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. Consent to Extension. Subject to the terms and conditions set forth herein,
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 quarter of the
Company ended June 30, 2006 pursuant to Section 6.01(b) of the Credit Agreement, and the
Compliance Certificate for such period pursuant to Section 6.02(b) of the Credit Agreement,
until October 15, 2006; provided that such consent shall only apply to an extension for the
financial statements required by Section 6.01(b) of the Credit Agreement and the Compliance
Certificate required by Section 6.02(b) of the Credit Agreement for the fiscal quarter
ended June 30, 2006.



     2. Effectiveness; Conditions Precedent. The effectiveness of this Agreement and the
consent to extension of time 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




     (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.



     3. Consent and Continued Enforceability. Each Borrower hereby consents, acknowledges
and agrees to the consent to extension of time 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.



     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) 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 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 (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



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August 7, 2006, 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 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. 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.



     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



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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.



     10. 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.]




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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 	 



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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 	 



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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 	 



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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 	 



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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 	 



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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 	 



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LENDERS:




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

Swing Line Lender




	 	 	 	 	 
	 	 	 
	 	By:  	     /s/ Craig Murliess
 	 
	 	 	Name:  	Craig Murliess 	 
	 	 	Title:  	Senior Vice President 	 



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	 	HSBC BANK USA, NATIONAL ASSOCIATION

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



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	 	SUNTRUST BANK

 	 
	 	By:  	/s/ Gregory M. Ratliff
 	 
	 	 	Name:  	Gregory M. Ratliff 	 
	 	 	Title:  	Vice President 	 



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	 	U.S. BANK NATIONAL ASSOCIATION

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



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	 	WACHOVIA BANK, N.A.

 	 
	 	By:  	/s/ Pat Schnitzer
 	 
	 	 	Name:  	Pat Schnitzer 	 
	 	 	Title:  	Senior Vice President 	 



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	 	KEYBANK NATIONAL ASSOCIATION

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



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	 	UBS LOAN FINANCE LLC

 	 
	 	By:  	/s/ Richard L. Tavrow
 	 
	 	 	Name:  	Richard L. Tavrow 	 
	 	 	Title:  	Director Banking Products Services, US 	 
	 
	 	 	 
	 	By:  	                                              /s/ Toba Lumbantobing
 	 
	 	 	Name:  	Toba Lumbantobing 	 
	 	 	Title:  	Associate Director Banking Products Services, US 	 



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	 	THE INTERNATIONAL BANK OF MIAMI, N.A.

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



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	 	MERRILL LYNCH BANK USA

 	 
	 	By:  	/s/
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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