FIFTH AMENDMENT TO
AMENDED AND RESTATED LOAN AGREEMENT
Fifth Amendment (this "Amendment") entered into as of December 23, 2005 between INTEGRAMED
AMERICA, INC. (the "Borrower") and BANK OF AMERICA, N.A., successor by merger to Fleet National
Bank (the "Bank").
WHEREAS, the Borrower and the Bank are parties to an Amended and Restated Loan Agreement dated as of
September 28, 2001, as amended by a First Amendment dated as of September 16, 2002, a Second
Amendment dated as of July 31, 2003, a Third Amendment dated as of November 14, 2003 and a Fourth
Amendment dated as of March 21, 2005 (as so amended, the "Agreement"); and
WHEREAS, the Borrower has requested that the Bank amend, and the Bank has agreed to amend certain
provisions of the Agreement.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Definitions. All capitalized terms used herein, unless otherwise defined herein, have the same meanings
provided therefor in the Agreement.
2. Amendments. The Agreement is hereby amended as follows:
(a) The following new defined terms shall be added to Section 1.1 of the Agreement in their correct place
alphabetically and shall read in their entirety as follows:
"Amendment No. 5" shall mean that certain Fifth Amendment to this Agreement between the Borrower and the
Bank dated as of December 23, 2005.
"Swap Contract" shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity
index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond
price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the
foregoing (including any option