THIRD AMENDMENT AND WAIVER TO
AMENDED AND RESTATED LOAN AGREEMENT
Third Amendment and Waiver (this "Amendment") entered into as of November 14, 2003 between
INTEGRAMED AMERICA, INC. (the "Borrower") and 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 thereto dated as of September 16, 2002 and a Second
Amendment dated as of July 31, 2003 (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.
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) The following definitions set forth in Section 1.1 of the Agreement are amended to read in their entirety as
"Acquisition" shall mean the acquisition by purchase or otherwise of (i) the business or assets of or Capital Stock
of another Person and/or (ii) of the right to manage and/or service certain aspects of the business of a Practice
Group, whether pursuant to a Management Agreement or otherwise.
"Permitted Acquisition" shall mean any Acquisition that satisfies each of the following conditions: (i) the entire
business or assets acquired or business of the entity whose Capital Stock is acquired shall be substantially similar
to the Borrower's line of business as conducted on the date of this Agreement; (ii) (a) the Acquisition Cost with
respect to any one Acquisition shall not exceed $1,000,000 and (b) the Acquisition Cost with respect to all
Acquisitions in any one calendar year shall not exceed $3,000,000;
(iii) neither the Borrower nor such acquiree has incurred any additional Indebtedness to finance, or otherwise in
connection with, such Acquisition, whether in the form of sel