FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Exhibit 10.1
Execution Version
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT is dated as of April 6, 2011 (this
“Amendment”) by and among AMSURG CORP., a Tennessee corporation (the “Borrower”),
the Lenders which have delivered signature pages to this Amendment in accordance herewith (the
“Consenting Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the
Lenders (the “Administrative Agent”).
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain
Revolving Credit Agreement dated as of May 28, 2010 (the “Credit Agreement”);
WHEREAS, the Borrower has requested (i) an increase in the Aggregate Revolving Commitments
pursuant to Section 2.23 of the Credit Agreement in the amount of $75,000,000 and (ii) certain
amendments to the Credit Agreement; and
WHEREAS, the Borrower, the Consenting Lenders and the Administrative Agent desire to amend
certain provisions of the Credit Agreement and reflect an Incremental Facility Amendment, all on
the terms and conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
Section 1. Specific Amendments.
(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following new
definitions in the appropriate alphabetical order:
“First Amendment” means that certain First Amendment to Revolving Credit
Agreement dated as of April 6, 2011 by and among the Borrower, certain Lenders party
thereto and the Administrative Agent.
“NSC Acquisition” means the consummation of the acquisition pursuant to the
NSC Acquisition Agreement.
“NSC Acquisition Agreement” means that certain Merger Agreement, dated on or
about April 7, 2011 by and among the Borrower, AmSurg Merger Corporation, National
Surgical Care, Inc. and the other parties thereto.
(b) Section 1.1 of the Credit Agreement is hereby further amended by deleting the defined
terms “Change in Law” and “EBITDA” in their entireties and substituting in lieu
thereof the following:
“Change in Law” means (i) the adoption of any applicable law, rule or
regulation after the date of this Agreement, (ii) any change in any applicable law,
rule or regulation, or any change in the interpretation or application thereof, by any
Governmental Authority after the date of this Agreement, or (iii) compliance by
any Lender (or its Applicable Lending Office) or the Issuing Bank (or for purposes of
Section 2.17(b), by the parent corporation of such Lender or the Issuing
Bank, if applicable) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of
this Agreement; provided, however, that notwithstanding anything
herein to the contrary (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection
Act and all requests, rules, guidelines or directives thereunder or issued in
connection therewith and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on
Banking Supervision (or any successor or similar authority) or the United States
regulatory authorities, in each case pursuant to Basel III, shall in each case be
deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.
“EBITDA” means, for the Borrower and its Subsidiaries on a consolidated
basis for any period, an amount equal to the sum of Consolidated Net Income for such
period plus, without duplication, and to the extent deducted in computing
Consolidated Net Income for such period, the sum of (a) income taxes, (b)
Consolidated Interest Expense, (c) depreciation and amortization expense, in each
case determined on a consolidated basis in accordance with GAAP; (d) to the extent
applicable, stock option compensation costs applicable under (and calculated in
accordance with) FASB ASC 718; (e) all non-cash charges for such period taken for
the impairment of goodwill in accordance with FASB ASC 350, but excluding any
non-cash charge that will result in a cash charge in a future period; and (f) all
documented fees and expenses actually paid in connection with the First Amendment
and the NSC Acquisition in an aggregate amount not to exceed $10,000,000;
provided, however, that, to the extent included in Consolidated Net
Income, there shall be excluded the effect of any change in valuation based on the
exercise of any rights granted pursuant to the “Series 1 Contingent Value Rights
Agreement” and “Series 2 Contingent Value Rights Agreement”, as such terms are
defined in the NSC Acquisition Agreement; provided, further, with
respect to any Person that became a Subsidiary of, or was merged with or
consolidated into, the Borrower or any Wholly Owned Subsidiary during such period,
“EBITDA” shall also include the EBITDA of such Person during such period and prior
to the date of such acquisition, merger or consolidation; and provided,
further, with respect to any Person that ceased to be a Subsidiary, or was
the subject of a Disposition during any measurement period, “EBITDA” shall not
include the EBITDA of such Person for such measurement period, such calculations
under this proviso to be detailed with supporting documentation and measured to the
Administrative Agent’s reasonable satisfaction.
(c) Section 1.3 of the Credit Agreement is hereby amended by adding the following at the end
of such Section:
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“Notwithstanding anything herein or under GAAP to the contrary, all real property
leases of the Borrower and/or its Subsidiaries, whether now existing or hereafter
entered into, acquired or assumed by the Borrower or such Subsidiary, shall be
deemed for all purposes under this Agreement (including for accounting purposes, for
the defined terms used herein and for purposes of determining compliance with the
financial and other covenants herein) to be operating leases and shall not be
accounted for as Capital Lease Obligations.”
(d) Section 2.23 of the Credit Agreement is hereby amended by deleting subsection (a) in its
entirety and substituting in lieu thereof the following:
“(a) The Borrower may, upon at least 10 days’ written notice to the Administrative
Agent (who shall promptly provide a copy of such notice to each Lender), from time
to time propose to increase the Aggregate Revolving Commitments by an aggregate
amount not to exceed (x) the amount of the increase of the Aggregate Revolving
Commitments effected pursuant to the First Amendment plus (y) $150,000,000 (the
amount of any such increase, the “Additional Commitment Amount”);
provided, however, that each Additional Commitment Amount shall be
in a principal amount of not less than $10,000,000 or a larger multiple of
$5,000,000. Each Lender shall have the right for a period of 10 days following
receipt of such notice, to elect by written notice to the Borrower and the
Administrative Agent to increase its Revolving Commitment by a principal amount
equal to its Pro Rata Share of the Additional Commitment Amount. Any Lender who
does not respond within such 10 day period shall be deemed to have elected not to
increase its Revolving Commitment. No Lender (or any successor thereto) shall have
any obligation to increase its Revolving Commitment or its other obligations under
this Agreement and the other Loan Documents, and any decision by a Lender to
increase its Revolving Commitment shall be made in its sole discretion independently
from any other Lender.”
(e) Section 2.24 of the Credit Agreement is hereby amended by deleting such Section in its
entirety and substituting in lieu thereof the following:
“(a) If any Lender becomes a Defaulting Lender, (b) upon the occurrence of an event
giving rise to the operation of Section 2.16, Section 2.17 or
Section 2.19 with respect to any Lender which results in such Lender
charging to the Borrower increased costs or such other amounts due thereunder, or
(c) in connection with any proposed amendment, waiver, or consent where the consent
of all of the Lenders, or all of the Lenders directly affected thereby, is required
pursuant to Section 10.2, if any Lender refuses to consent to such
amendment, waiver or consent as to which the Required Lenders have consented, then,
in each case, the Borrower shall have the right, if no Default or Event of Default
then exists, and if no Default or Event of Default will exist immediately after
giving effect to such replacement), to replace such Lender (the “Replaced Lender”)
with one or more other Eligible Transferees, none of whom shall constitute a
Defaulting Lender at
the time of such replacement (collectively, the “Replacement Lender”) and each
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of whom shall be required to be reasonably acceptable to the Administrative Agent;
provided, that (i) at the time of any replacement pursuant to this
Section, the Replacement Lender shall enter into one or more Assignment and
Acceptance pursuant to Section 10.4 (and with all fees payable pursuant to
said Section to be paid by the Replacement Lender) pursuant to which the Replacement
Lender shall acquire all of the Commitments and outstanding Loans of, and
participations in Letters of Credit by, the Replaced Lender and, in connection
therewith, shall pay to (x) the Replaced Lender in respect thereof an amount equal
to the sum of (I) an amount equal to the principal of, and all accrued interest on,
all outstanding Loans of the Replaced Lender, (II) an amount equal to all LC
Disbursements that have been funded by (and not reimbursed to) such Replaced Lender,
together with all then unpaid interest with respect thereto at such time, and (III)
an amount equal to all accrued, but theretofore unpaid, fees owing to the Replaced
Lender, (y) the Issuing Bank an amount equal to such Replaced Lender’s Pro Rata
Share of any LC Disbursements (which at such time remains unpaid) to the extent such
amount was not theretofore funded by such Replaced Lender to the Issuing Bank, and
(z) the Swingline Lender an amount equal to such Replaced Lender’s Pro Rata Share of
any Swingline Loan to the extent such amount was not theretofore funded by such
Replaced Lender to the Swingline Lender, (ii) all obligations of the Borrower due
and owing to the Replaced Lender at such time shall be paid in full to such Replaced
Lender concurrently with such replacement, and (iii) in the case of clause (c)
above, the Replacement Lender shall have agreed to provide its consent to the
requested amendment, waiver or consent. Upon the execution of the respective
Assignment and Acceptance, the payment of amounts referred to in clauses (i) and
(ii) above and delivery, if requested by the Replacement Lender, of the appropriate
Note or Notes executed by the Borrower, the Replacement Lender shall become a Lender
hereunder and the Replaced Lender shall cease to constitute a Lender hereunder,
except with respect to indemnification provisions under this Agreement, which shall
survive as to such Replaced Lender.”
(f) Section 5.1 of the Credit Agreement is hereby amended by deleting clause (c) of such
Section in its entirety and substituting in lieu thereof the following:
“(c) concurrently with the delivery of the financial statements referred to in
clauses (a) and (b) above, a Compliance Certificate signed by a Responsible Officer
in the form of Schedule 5.1(c), (i) certifying as to whether there exists a
Default or Event of Default on the date of such certificate, and if a Default or an
Event of Default then exists, specifying the details thereof and the action which
the Borrower has taken or proposes to take with respect thereto, (ii) setting forth
in reasonable detail calculations demonstrating compliance with Article VI,
Section 7.4(g), Section 7.5 (showing the amount of any dividends and
any purchases of treasury stock) and Section 7.6 (showing compliance with
Section 7.6(c)), (iii) providing a reconciliation of all calculations and
determinations made therein both before and after giving effect to the last sentence
of Section 1.3 in
such detail as may be requested by the Administrative Agent and (iv) stating whether
any change in GAAP or the application thereof has occurred since the
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date of the Borrower’s audited financial statements referred to in Section 4.4 and, if
any change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;”
(g) Section 6.1 of the Credit Agreement is hereby amended by deleting such section in its
entirety and substituting in lieu thereof the following:
“Section 6.1. Leverage Ratio. The Borrower shall maintain, on a
consolidated basis and as calculated at the end of each Fiscal Quarter, a Leverage
Ratio of not greater than 3.25 to 1.00; provided, however, with
respect to the Fiscal Quarter in which the NSC Acquisition is closed and each of the
three immediately following Fiscal Quarters, the Borrower shall maintain a Leverage
Ratio of not greater than 3.75 to 1.00 instead of 3.25 to 1.00, and for each Fiscal
Quarter thereafter, the Borrower shall maintain a Leverage Ratio of not greater than
3.25 to 1.00.”
Section 2. Incremental Facility Amendment. The parties hereto intend that this
Amendment shall constitute an Incremental Facility Amendment in connection with the Borrower’s
increase in the Aggregate Revolving Commitments in the amount of $75,000,000 pursuant to Section
2.23 of the Credit Agreement. The Lenders waive the requirement in Section 2.23(a) of the Credit
Agreement that the Borrower provide at least 15 days’ written notice to the Administrative Agent
(and the Administrative Agent provide a copy of such notice to each Lender) in connection with the
proposed increase the Aggregate Revolving Commitments contemplated hereby. Immediately after
giving effect to this Amendment, the Aggregate Revolving Commitments shall be equal to $450,000,000
and the Revolving Commitment of each Lender shall be as follows:
| Lender | Revolving Commitment | |||
SunTrust Bank |
$ | 51,300,000 | ||
Regions Bank |
$ | 50,000,000 | ||
Bank of America, N.A. |
$ | 45,000,000 | ||
JPMorgan Chase Bank, N.A. |
$ | 39,000,000 | ||
Xxxxxxx Xxxxx Bank, FSB |
$ | 33,000,000 | ||
US Bank National Association |
$ | 32,500,000 | ||
Branch Banking and Trust Company |
$ | 30,000,000 | ||
Fifth Third Bank, N.A. |
$ | 26,400,000 | ||
Xxxxx Fargo Bank, N.A. |
$ | 26,400,000 | ||
Compass Bank |
$ | 24,000,000 | ||
First Tennessee Bank National Association |
$ | 24,000,000 | ||
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| Lender | Revolving Commitment | |||
KeyBank National Association |
$ | 24,000,000 | ||
Union Bank, N.A. |
$ | 18,000,000 | ||
The Bank of Nashville |
$ | 14,000,000 | ||
Xxxxxxx Xxxxx Bank USA |
$ | 7,000,000 | ||
Avenue Bank |
$ | 5,400,000 | ||
Total: |
$ | 450,000,000 | ||
Section 3. Approval of NSC Acquisition.
(a) In connection with the NSC Acquisition, the Administrative Agent and the Consenting
Lenders acknowledge that the conditions and information required to be delivered pursuant to
Section 7.13 of the Credit Agreement with respect to the NSC Acquisition have been satisfied by the
Borrower (except for the delivery of certain pro forma calculations required to be delivered
pursuant to Section 6(vi) of this Amendment).
(b) Subject to satisfaction of the conditions precedent in Section 6 hereof, the
Administrative Agent and the Consenting Lenders hereby provide their approval of the NSC
Acquisition.
Section 4. Other Documents. All other Loan Documents executed and delivered
in connection with the Credit Agreement are hereby amended to the extent necessary to
conform to this Amendment.
Section 5. Payment of Fees and Expenses. The Borrower agrees to pay or
reimburse the Administrative Agent for its reasonable out-of-pocket fees, costs and
expenses incurred in connection with the preparation, negotiation, execution and delivery
of this Amendment and the other documents and agreements executed and delivered in
connection herewith.
Section 6. Conditions Precedent. The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent:
(i) The Administrative Agent shall have received a counterpart of this Amendment (and any
other documents necessary to evidence the transactions relating thereto) duly executed by
the Borrower, each of the Consenting Lenders (so long as the Consenting Lenders shall
constitute Required Lenders) and the Administrative Agent;
(ii) No Default or Event of Default shall exist;
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(iii) A Reaffirmation of Obligations Under Loan Documents (the “Reaffirmation”) duly
executed by the Borrower and each other Loan Party, in the form of Exhibit A
attached hereto;
(iv) Certified copies of resolutions of the board of directors (or equivalent thereof) of
(x) the Borrower, approving the execution, delivery and performance of this Amendment and
the other documents to be executed in connection herewith and authorizing the incurrence of
the additional Obligations contemplated hereby and (y) each other Loan Party, stating that
such additional Obligations are entitled to benefits of the Security Documents and other
Loan Documents;
(v) A favorable opinion of Xxxx Xxxxx & Xxxx PLC, counsel to the Borrower and the other Loan
Parties, addressed to the Administrative Agent and the Lenders and covering such matters
relating to this Amendment and the transactions contemplated hereby in form and substance
satisfactory to the Administrative Agent and its counsel;
(vi) A certificate of the chief financial officer of the Borrower demonstrating compliance
on a Pro Forma Basis with the financial covenants contained in Article VI of the Credit
Agreement after the NSC Acquisition is completed, in form and substance satisfactory to the
Administrative Agent;
(vii) The Administrative Agent shall have received, for itself and on behalf of the Lenders,
all fees and expenses contemplated by (i) that certain engagement letter dated February 8,
2011 between SunTrust Xxxxxxxx Xxxxxxxx, Inc. and the Borrower and (ii) Section 5 hereof;
(viii) The Administrative Agent shall have received a duly executed copy of an amendment to
the Note Purchase Agreement, in form and substance satisfactory to the Administrative Agent
and its counsel; and
(ix) Such other documents, instruments, agreements, certifications and opinions as the
Administrative Agent, on behalf of the Lenders, may reasonably request.
Section 7. Representations. The Borrower represents and warrants to the
Administrative Agent and the Lenders that:
(a) Authorization. Each of the Borrower and the other Loan Parties have the right
and power, and have taken all necessary action to authorize them, to execute and deliver
this Amendment and the Reaffirmation and to perform their respective obligations hereunder
and under the Credit Agreement, as amended by this Amendment, and the other Loan Documents
to which they are a party in accordance with their respective terms. This Amendment has
been duly executed and delivered by a duly authorized officer of the Borrower and the Loan
Parties and each of this Amendment and the Credit Agreement, as
amended by this Amendment, is a legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its respective terms.
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(b) Compliance with Laws. The execution and delivery by the Borrower and the other
Loan Parties of this Amendment and the Reaffirmation and the performance by the Borrower of
this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with
their respective terms, do not and will not, by the passage of time, the giving of notice or
otherwise: (i) require any consent or approval of, registration or filing with, or any
action by, any Governmental Authority or any other Person or violate any Requirements of Law
applicable to the Loan Parties or any judgment, order or ruling of any Governmental
Authority; (ii) violate or result in a default under any indenture, material agreement
(including the Private Placement Documents) or other material instrument binding on the Loan
Parties or any of their assets or give rise to a right thereunder to require any payment to
be made by the Loan Parties; or (iii) result in the creation or imposition of any Lien on
any asset of the Loan Parties.
(c) Reaffirmation. As of the date of this Amendment and immediately after giving
effect to this Amendment, all representations and warranties of each Loan Party set forth in
the Loan Documents is true and correct in all material respects (except to the extent that
any such representation or warranty expressly relates to a specified earlier date, in which
case such representation or warranty shall be true and correct as of such earlier date).
(d) No Default. As of the date hereof and immediately after giving effect to this
Amendment, no Default or Event of Default shall exist.
(e) No Impairment of Liens. The execution, delivery, performance and effectiveness
of this Amendment will not: (a) impair the validity, effectiveness or priority of the Liens
granted pursuant to any Loan Document, and such Liens continue unimpaired with the same
priority to secure repayment of all of the applicable Obligations, whether heretofore or
hereafter incurred, and (b) require that any new filings be made or other action taken to
perfect or to maintain the perfection of such Liens.
(f) Financial Covenants. As of the date hereof and immediately after giving effect
to this Amendment, the Borrower is in compliance on a Pro Forma Basis with the financial
covenants set forth in Article VI of the Credit Agreement recomputed as of the last day of
the most recently ended Fiscal Quarter for which financial statements are available.
(g) No Material Adverse Effect. Since the date of the most recent financial
statements of the Borrower described in Section 5.1(a) of the Credit Agreement,
there has been no change which has had or could reasonably be expected to have a Material
Adverse Effect.
(h) Loan Parties. As of the date hereof, the parties listed as signatories to the
Reaffirmation represent a true, correct and complete list of the all the Loan Parties.
Section 8. Release. In consideration of the amendments contained herein, the
Borrower hereby waives and releases each of the Lenders, the Administrative Agent and the Issuing
Bank from any and all claims and defenses, known or unknown as of the date hereof, with respect to
the Credit Agreement and the other Loan Documents and the transactions contemplated thereby.
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Section 9. Effect; Ratification.
(a) Except as expressly herein amended, the terms and conditions of the Credit Agreement and
the other Loan Documents remain unchanged and continue to be in full force and effect. The
amendments contained herein shall be deemed to have prospective application only, unless otherwise
specifically stated herein. The Credit Agreement is hereby ratified and confirmed in all respects.
Each reference to the Credit Agreement in any of the Loan Documents (including the Credit
Agreement) shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment.
(b) Nothing contained herein shall be deemed to constitute a waiver of compliance with any
term or condition contained in the Credit Agreement or any of the other Loan Documents, or
constitute a course of conduct or dealing among the parties. The Administrative Agent and the
Lenders reserve all rights, privileges and remedies under the Loan Documents.
(c) Nothing in this Amendment is intended, or shall be construed, to constitute a novation or
an accord and satisfaction of any of the Obligations or to modify, affect or impair the perfection,
priority or continuation of the security interests in, security titles to or other Liens on any
collateral (including the Collateral) securing the Obligations.
(d) This Amendment constitutes the entire agreement and understanding among the parties hereto
with respect to the subject matter hereof and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.
(e) This Amendment may be executed in any number of counterparts and by different parties
hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be
an original, but all of which when taken together shall constitute a single instrument. Delivery
of an executed counterpart of a signature page of this Amendment by facsimile transmission or by
email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart
hereof.
Section 10. Further Assurances. The Borrower agrees to, and to cause any Loan Party
to, take all further actions and execute such other documents and instruments as the Administrative
Agent may from time to time reasonably request to carry out the transactions contemplated by this
Amendment, the Loan Documents and all other agreements executed and delivered in connection
herewith.
Section 11. Miscellaneous. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TENNESSEE WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF.
This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and
their respective permitted successors and assigns.
Section 12. Severability. In case any provision of or obligation under this
Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of
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the remaining provisions or obligations, or of such provision or obligation
in any other jurisdiction, shall not in any way be affected or impaired thereby.
Section 13. Definitions. All capitalized terms not otherwise defined herein are used
herein with the respective definitions given them in the Credit Agreement.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Revolving Credit
Agreement to be duly executed by their respective authorized officers as of the day and year first
above written.
| BORROWER: | ||||||
| AMSURG CORP. | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Title: | Executive Vice President, Chief Financial Officer and Secretary | |||||
| LENDER: | ||||||
| SUNTRUST BANK | ||||||
| as Administrative Agent, as Issuing Bank, and as a Lender |
||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| REGIONS BANK | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| BANK OF AMERICA, N.A. | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| JPMORGAN CHASE BANK, N.A. | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| US BANK NATIONAL ASSOCIATION | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| XXXXXXX XXXXX BANK, FSB | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| BRANCH BANKING AND TRUST COMPANY | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| FIFTH THIRD BANK, N.A. | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| XXXXX FARGO BANK, N.A. | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| COMPASS BANK | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| FIRST TENNESSEE BANK NATIONAL ASSOCIATION |
||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| KEYBANK NATIONAL ASSOCIATION | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| UNION BANK, N.A. | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| THE BANK OF NASHVILLE | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| XXXXXXX XXXXX BANK USA | ||||||
| By: | /s/ | |||||
| Title: | ||||||
| LENDER: | ||||||
| AVENUE BANK | ||||||
| By: | /s/ | |||||
| Title: | ||||||
EXHIBIT A
REAFFIRMATION OF OBLIGATIONS UNDER LOAN DOCUMENTS
Reference is hereby made to that certain Revolving Credit Agreement dated as of May 28, 2010
among AmSurg Corp. (the “Borrower”), the Lenders party thereto and SunTrust Bank, as Administrative
Agent (as amended and in effect on the date hereof, the “Credit Agreement”; capitalized
terms used herein and not defined herein have the meanings ascribed to such terms in the Credit
Agreement).
Each of the undersigned Loan Parties hereby: (i) agrees that (A) the amendments contained in
the First Amendment to Revolving Credit Agreement dated as of the date hereof (the “First
Amendment”) shall not in any way affect the validity and/or enforceability of any Loan
Document, or reduce, impair or discharge the obligations of such Person thereunder and (B) nothing
in the First Amendment is intended, or shall be construed, to constitute a novation or an accord
and satisfaction of any of the Obligations or to modify, affect or impair the perfection, priority
or continuation of the security interests in, security titles to or other Liens on any collateral
(including the Collateral) securing the Obligations; (ii) reaffirms its continuing obligations
owing to the Administrative Agent and the Lenders under each of the other Loan Documents to which
such Person is a party; and (iii) confirms that the liens and security interests created by the
Loan Documents continue to secure the Obligations.
Each of the undersigned Loan Parties (other than the Borrower) hereby represents and warrants
to the Administrative Agent and the Lenders that each of the representations and warranties
applicable to such Loan Party made by the Borrower in Section 7 of the First Amendment are true and
correct.
This Reaffirmation shall be construed in accordance with and be governed by the law of the
State of Tennessee.
[Signature page follows]
IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Reaffirmation
of Obligations under Loan Documents as of April 6, 2011.
| AMSURG CORP. | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
Title: Executive Vice President,
Chief Financial Officer, and Secretary |
||||||
| AmSurg Holdings, Inc. | ||||||
| AmSurg Anesthesia Management Services, LLC | ||||||
| AmSurg EC Topeka, Inc. | ||||||
| AmSurg EC St. Xxxxxx, Inc. | ||||||
| AmSurg XX Xxxxxxxx, Inc. | ||||||
| AmSurg KEC, Inc. | ||||||
| AmSurg EC Santa Fe, Inc. | ||||||
| AmSurg XX Xxxxxxxxxx, Inc. | ||||||
| AmSurg Torrance, Inc. | ||||||
| AmSurg Abilene, Inc. | ||||||
| AmSurg Suncoast, Inc. | ||||||
| AmSurg Lorain, Inc. | ||||||
| AmSurg La Jolla, Inc. | ||||||
| AmSurg Hillmont, Inc. | ||||||
| AmSurg Palmetto, Inc. | ||||||
| AmSurg Northwest Florida, Inc. | ||||||
| AmSurg Ocala, Inc. | ||||||
| AmSurg Maryville, Inc. | ||||||
| AmSurg Miami, Inc. | ||||||
| AmSurg Burbank, Inc. | ||||||
| AmSurg Melbourne, Inc. | ||||||
| AmSurg El Paso, Inc. | ||||||
| AmSurg Crystal River, Inc. | ||||||
| AmSurg Abilene Eye, Inc. | ||||||
| AmSurg Inglewood, Inc. | ||||||
| AmSurg Glendale, Inc. | ||||||
| AmSurg San Antonio TX, Inc. | ||||||
| AmSurg San Luis Obispo CA, Inc. | ||||||
| AmSurg Temecula CA, Inc. | ||||||
| AmSurg Escondido CA, Inc. | ||||||
| AmSurg Scranton PA, Inc. | ||||||
| AmSurg Arcadia CA Inc. | ||||||
| AmSurg Main Line PA, Inc. | ||||||
| AmSurg Oakland CA, Inc. | ||||||
| AmSurg Lancaster PA, Inc. | ||||||
| AmSurg Pottsville PA, Inc. | ||||||
| AmSurg Glendora CA, Inc. | ||||||
| AmSurg Kissimmee FL, Inc. | ||||||
| AmSurg Altamonte Springs FL., Inc. | ||||||
| AmSurg New Port Xxxxxx FL, Inc. | ||||||
| AmSurg EC Centennial, Inc. | ||||||
| AmSurg Naples, Inc. | ||||||
| By: | /s/ Xxxxxx X. Xxxxx | |||||
| Title: Vice President, Secretary and Treasurer | ||||||
