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EXHIBIT 10.10
AMERIPATH, INC.
AMENDMENT NO. 2
This Agreement, dated as of November 4, 1996, is among Ameripath,
Inc., a Delaware corporation (the "Company"), its Subsidiaries set forth on the
signature pages hereto and The First National Bank of Boston, both in its
capacity as a Lender and in its capacity as agent for itself and the other
Lenders. The parties agree as follows:
1. Reference to Credit Agreement; Definitions. This Agreement amends
the Credit Agreement dated as of May 29, 1996, among the parties hereto (as
previously amended and in effect prior to giving effect to this Agreement, the
"Credit Agreement"). The terms defined in the Credit Agreement as amended
hereby (the "Amended Credit Agreement") are used with the meanings so defined.
2. Amendment of Credit Agreement. Effective upon the date hereof, the
Credit Agreement is amended as follows:
2.1. Amendment to Section 2.1.2: Section 2.1.2 of the Credit
Agreement is amended to read in its entirety as follows:
"2.1.2. Maximum Amount of Revolving Credit. The term
"Maximum Amount of Revolving Credit" means, on any date, the lesser of
(a) $85,000,000 or (b) the amount (in an integral multiple of
$1,000,000) to which the then applicable amount shall have been
irrevocably reduced from time to time by notice from the Company to
the Agent."
2.2. Amendment of Section 12.1. Section 12.1 of the Credit
Agreement is amended to read in its entirety as follows:
"12.1. Interests in Credits. The percentage interest of each
Lender in the Revolving Loan and Letters of Credit, and the related
Commitments, shall be computed based on the maximum principal amount
for each Lender as follows:
Lender Maximum Principal Amount Percentage Interest
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The First National Bank of Boston $60,000,000 70.59%
NationsBank, N.A. (South) $25,000,000 29.41%
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Total $85,000,000 100%
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The foregoing percentage interests, as from time to time in effect and
reflected in the Register, are referred to as the "Percentage
Interests" with respect to all or any portion of the Revolving Loan
and Letters of Credit, and the related Commitments."
3. Representations and Warranties. In order to induce the Lenders to
enter into this Agreement, the Company and its Subsidiaries represent and
warrant to each of the Lenders that:
3.1. Legal Existence, Organization. Each of the Company and its
Subsidiaries is duly organized and validly existing and in good standing under
the laws of the jurisdiction of its incorporation, with all power and authority,
corporate or otherwise, necessary to (a) enter into and perform this Agreement
and the Amended Credit Agreement and (b) own its properties and carry on the
business now conducted or proposed to be conducted by it. Each of the Company
and its Subsidiaries has taken, or shall have taken, all corporate or other
action required to make the provisions of this Agreement and the Credit
Agreement the valid and enforceable obligations they purport to be.
3.2. Enforceability. Each of the Company and its Subsidiaries has
duly executed and delivered this Agreement. Each of this Agreement and the
Credit Agreement is the legal, valid and binding obligation of the Company and
its Subsidiaries and is enforceable in accordance with its terms.
3.3. No Legal Obstacle to Agreements. Neither the execution,
delivery or performance of this Agreement, nor the performance of the Amended
Credit Agreement, nor the consummation of any other transaction referred to in
or contemplated by this Agreement, nor the fulfillment of the terms hereof or
thereof, has constituted or resulted in or will constitute or result in:
(a) any breach or termination of the provisions of any
agreement, instrument, deed or lease to which the Company or any of
its Subsidiaries is a party or by which it is bound, or of the
Charter or By-laws of the Company or any such Subsidiaries;
(b) the violation of any law, judgment, decree or
governmental order, rule or regulation applicable to the Company or
any of its Subsidiaries;
(c) the creation under any agreement, instrument, deed or
lease of any Lien (other than Liens on the Credit Security which
secure the Lender Obligations) upon any of the assets of the Company
or any of its Subsidiaries; or
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(d) any redemption, retirement or other repurchase
obligation of the Company or any of its Subsidiaries under
any Charter, By-law, agreement, instrument, deed or lease.
No approval, authorization or other action by, or declaration to or
filing with, any governmental or administrative authority or any other
Person is required to be obtained or made by the Company or any of
its Subsidiaries in connection with the execution, delivery or
performance of this Agreement or the performance of the Credit
Agreement, or the consummation of the transactions contemplated hereby
or thereby.
3.4. Defaults. Immediately before and after giving effect to the
amendments set forth herein, no Default or Event of Default will exist.
3.5. Incorporation of Representations and Warranties. The
representations and warranties set forth in Sections 7.3 and 9 of the Credit
Agreement are true and correct on the date hereof as if originally made on
and as of the date hereof.
3.6. General. The Amended Credit Agreement and all of the Credit
Documents are each confirmed as being in full force and effect. This Agreement,
the Amended Credit Agreement and the other Credit Documents referred to herein
or therein constitute the entire understanding of the parties with respect to
the subject matter hereof and thereof and supersede all prior and current
understandings and agreements, whether written or oral. The invalidity or
enforceability of any provision hereof shall not affect the validity or
enforceability of any other term or provision hereof. The headings in this
Agreement are for convenience of reference only and shall not alter, limit or
otherwise affect the meaning hereof. Each of this Agreement and the Amended
Credit Agreement is a Credit Document and may be executed in any number of
counterparts, which together shall constitute one instrument, and shall bind and
inure to the benefit of the parties and their respective successors and assigns,
including as such successors and assigns all holders of any Note. This Agreement
shall be governed by and construed in accordance with the laws (other than the
conflict of law rules) of The Commonwealth of Massachusetts.
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Each of the undersigned has caused this Agreement to be executed and
delivered by its duly authorized officer as an agreement under seal as of the
date first above written.
AMERIPATH, INC.
By /s/
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Title: Exeutive Vice President and
Chief Financial Officer
AMERICAN LABORATORY ASSOCIATES,
AMERIPATH FLORIDA, INC.
XXXXXXX & ASSOCIATES PATHOLOGY, INC.
FLORIDA PATHOLOGY ASSOCIATES,
INC. AMERIPATH ALABAMA, INC.
AMERIPATH KENTUCKY, INC.
AMERIPATH TEXAS, INC.
AMERIPATH OHIO, INC. XXXX
XXXXXX, M.D., INC.
By /s/
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As Vice President of each of the
foregoing corporations
THE FIRST NATIONAL BANK OF BOSTON
By /s/
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Title: Vice President
The undersigned hereby consents to the foregoing:
NATIONSBANK, N.A. (South)
By /s/
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Title: Vice President
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