FOURTH AMENDMENT TO LOAN AGREEMENT
Fourth Amendment (this "Amendment") entered into as of January 26, 2001 between INTEGRAMED
AMERICA, INC. (the "Borrower") and FLEET BANK, NATIONAL ASSOCIATION (the "Bank").
WHEREAS, the Borrower and the Bank are parties to a Loan Agreement dated as of September 11, 1998 and
such Loan Agreement was amended by a First Amendment thereto dated as of September 25, 1998, a Second
Amendment thereto dated as of November 2, 1999 and a Third Amendment and Waiver thereto dated as of
May 22, 2000 (as so amended, the "Agreement"); and
WHEREAS, the Borrower has requested that the Bank amend and waive, and the Bank has agreed to amend
and waive, certain provisions of the Agreement subject to the terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. All capitalized terms used herein, unless otherwise defined herein, have the same meanings provided therefor in
2. The Agreement is hereby amended as follows:
(a) A new definition for "Morgan Stock Repurchase" shall be added to Section 1.1 in its correct place
alphabetically and shall read in its entirety as follows:
"Morgan Stock repurchase" shall mean the Borrower's repurchase, for cash consideration, from Morgan Stanley
Venture Capital of certain of its outstanding Capital Stock, which Capital Stock, after such repurchase, shall
become treasury stock of the Borrower; provided, that, (i) such Morgan Stock Repurchase may only be effected
if at the time of consummation thereof, after giving effect thereto, no Default or Event of Default exists or would
exist as a result thereof and (ii) such repurchase shall be consummated on or before March 31, 2001.
(b) Section 7.6 is amended to read in its entirety as follows:
7.6 Dividents; Capital Stock Issues. (a) Declare or pay any dividends on its Capital Stock, except (i) dividends
payable solely in shares of its own common stock, (ii) as long as no Default or Event of Default has occurred and