July 16, 1998
IntegraMed America, Inc.
One Manhattenville Road
Purchase, New York 10577-2100
We are pleased to advise you that Fleet Bank, National Association (the "Bank") has approved for IntegraMed
America, Inc. (the "Company") a $4,000,000 three year working capital revolving credit facility, a $5,000,000
three year acquisition revolving credit facility and a $4,000,000 five and one-half year term loan, each subject to
the following terms and conditions (the "Commitment"):
Borrower: IntegraMed America, Inc.
Subject to the limitation on indebtedness discussed below:
A. $4,000,000 three-year revolving credit facility to provide additional working capital (the "W/C Revolver").
B. $5,000,000 three-year revolving credit facility for future permitted acquisitions of Network Sites and related
fixed assets (the "Acquisition Revolver").
C. $4,000,000 five and one-half year term loan (the "Term Loan") to refinance existing indebtedness owing to
First Union National Bank and a portion of the costs associated with the Company's acquisition of Reproductive
Health Associates of Minneapolis.
(A, B and C are at times individually referred to as a "Loan" and collectively as the "Loans" and the three facilities
described above may be collectively referred to as the "Facility").
Interest Rates and Interest Periods:
At the Company's option, any advance made to it will be available at the rates and for the Interest Periods stated
(a) Prime Rate - a fluctuating rate equal to (i) the Bank's "Prime Rate" (360 day basis) plus (ii) the Applicable
Margin. Interest based on the Prime Rate shall be payable monthly in arrears. Loans bearing interest at this rate
are referred to herein as "Prime Loans."
(b) LIBOR - a periodic fixed rate equal to (i) LIBOR (360 day basis) plus (ii) the Applicable Margin. Loans
bearing interest at this rate are referred to herein as "LIBOR Loans."
Interest Periods for LIBOR Loans shall be one, two, three or six months, as selected by th