FIRST AMENDMENT TO AURORA DIAGNOSTICS, LLC AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT
Exhibit 10.19
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT (this
“First Amendment”) is made as of May 20, 2010, by and among Summit Partners, L.P., a
Delaware limited partnership (“Summit”), KRG Capital Management, L.P., a Delaware limited
partnership (“KRG”), and Aurora Diagnostics, LLC, a Delaware limited liability company (the
“Company”).
WHEREAS, this First Amendment amends that certain Amended and Restated
Management Services Agreement, dated June 12, 2009, by and among Summit, KRG and the Company (the
“Management Services Agreement”) and
WHEREAS, capitalized terms used herein and not otherwise defined herein shall
have the meaning ascribed such terms in the Management Services Agreement;
NOW, THEREFORE, for and in consideration of the premises, the mutual covenants
contained herein and other good and valuable consideration, the receipt, adequacy and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment to Section 7(a). Section 7(a) of the Management Services Agreement is
hereby amended by deleting such Section 7(a) in its entirety and inserting in lieu thereof the
following:
“Notwithstanding any provision herein to the contrary, if the Company is prohibited under the
Credit Agreement from paying any management fee payments, Summit and KRG will defer receipt of the
Management Fee until the Company is permitted to make such payments under the terms of the Credit
Agreement. “Credit Agreement” means that certain Credit and Guaranty Agreement, dated as of May __, 2010, by and among the Company, the Parent, the guarantors party thereto, the lenders party thereto
from time to time, Barclays Bank PLC, as Administrative Agent and as Collateral Agent, and the
other parties thereto, as the same may be amended, restated, replaced, refinanced, supplemented or
otherwise modified from time to time.”
2. No Other Amendments/Entire Agreement. Except to the extent amended hereby, all of
the definitions, terms, provisions and conditions set forth in the Management Services Agreement
are hereby ratified and confirmed and shall remain in full force and effect. The Management
Services Agreement and this First Amendment shall be read and construed together as a single
agreement.
3. Counterparts. This First Amendment may be executed and delivered by each party
hereto in separate counterparts (including by means of facsimile), each of which when so executed
and delivered shall be deemed an original and both of which taken together shall constitute one and
the same agreement.
4. Choice of Law. This First Amendment shall be governed by and construed in
accordance with the domestic laws of the State of Delaware, without giving effect to any choice of
law or conflict of law provision or rule.
[Signatures on the Following Page]
1
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to the Amended and Restated
Management Services Agreement to be duly executed and delivered on the date and year first above
written.
| AURORA DIAGNOSTICS, LLC |
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| By: | /s/ Xxxxx X. New | |||
| Name: | Xxxxx X. New | |||
| Title: | Chief Executive Officer | |||
| SUMMIT PARTNERS, L.P. |
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| By: | Summit Master Company, LLC | |||
| Its: | General Partner | |||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | ||||
| KRG CAPITAL MANAGEMENT, L.P. |
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| By: | KRG Capital, LLC | |||
| Its | General Partner | |||
| By: | /s/ Xxxx X. Xxxx | |||
| Name: | Xxxx X. Xxxx | |||
| Title: | Managing Director | |||
[Signature Page to First Amendment to Amended and Restated Management Services Agreement]
