FIRST AMENDMENT
TO THE AMENDED AND RESTATED CREDIT AGREEMENT
This FIRST AMENDMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT (the
"Amendment Agreement"), dated as of December 17, 1997 is made by and among
SHERIDAN HEALTHCARE, INC., a Delaware corporation having its principal place of
business in Hollywood, Florida (the "Borrower"), NATIONSBANK, NATIONAL
ASSOCIATION (as successor by merger to NationsBank, National Association
(South)), a national banking association organized and existing under the laws
of the United States, as Lender, and NATIONSBANK, NATIONAL ASSOCIATION (as
successor by merger to NationsBank, National Association (South)), in its
capacity as agent for the Lenders (in such capacity, the "Agent"). Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the Credit Agreement (as defined below).
W I T N E S S E T H:
--------------------
WHEREAS, the Borrower, the Agent and the Lenders have entered into that
certain Amended and Restated Credit Agreement dated as of March 12, 1997 ( the
"Credit Agreement"); and
WHEREAS, the Agent and certain of its Subsidiaries and certain professional
corporations or associations whose financial results are included in the
consolidated financial statements of the Borrower have entered into an Amended
and Restated Guaranty and Suretyship Agreement dated as of March 12, 1997,
pursuant to which such Subsidiaries, Partnerships and professional corporations
or associations whose financial results are included in the consolidated
financial statements of the Borrower have guaranteed the Borrower's Liabilities
under the Credit Agreement; and
WHEREAS, certain Subsidiaries and certain professional corporations or
associations whose financial results were included in the consolidated financial
statements of the Borrower were released from their obligations thereunder
pursuant to that certain Consent Letter dated as of April 10, 1997 from the
Agent to the Borrower; and
WHEREAS, Xxxxxxx & Xxxxxxxxx, M.D., Inc., a professional corporation whose
financial results are included in the consolidated financial statements of the
Borrower ("B&A"), and the Agent have entered into a Guaranty and Suretyship
Agreement dated as of April 29, 1997 pursuant to which B&A has guaranteed the
Borrower's Liabilities under the Credit Agreement; and
WHEREAS, Xxxxxxxx-Plaza & Associates, M.D., Inc., a professional
corporation whose financial results are included in the consolidated financial
statements of the Borrower ("CPA"), and the Agent have entered into a Guaranty
and Suretyship Agreement dated as of May 13, 1997 pursuant to which CPA has
guaranteed the Borrower's Liabilities under the Credit Agreement; and
WHEREAS, Drs. Grabois, Firestone, Xxxxxx & Xxxxx, P.A. a professional
association whose financial results are included in the consolidated financial
statements of the Borrower ("GFH&L"), and the Agent have entered into a Guaranty
and Suretyship Agreement dated as of September 4, 1997 pursuant to which GFH&L
has guaranteed the Borrower's Liabilities under the Credit Agreement; and
WHEREAS, Woman to Woman Obstetrics & Gynecology, P.A., a professional
association whose financial results are included in the consolidated financial
statements of the Borrower ("WWO&G"), and the Agent have entered into a Guaranty
and Suretyship Agreement dated as of September 4, 1997 pursuant to which WWO&G
has guaranteed the Borrower's Liabilities under the Credit Agreement; and
WHEREAS, Xxxxxxxxx X. Xxxxxx, M.D., P.A., a Florida corporation whose
financial results are included in the consolidated financial statements of the
Borrower ("Xxxxxx"), and the Agent have entered into a Guaranty and Suretyship
Agreement dated as of November 3, 1997 pursuant to which Xxxxxx has guaranteed
the Borrower's Liabilities under the Credit Agreement; and
WHEREAS, Sheridan Children's Healthcare Services of Pennsylvania, P.A., a
Pennsylvania corporation whose financial results are included in the
consolidated financial statements of the Borrower ("SCHSP"), and the Agent have
entered into a Guaranty and Suretyship Agreement dated as of November 30, 1997
pursuant to which SCHSP has guaranteed the Borrower's Liabilities under the
Credit Agreement; and
WHEREAS, the Borrower has requested that the Agent and the Lenders amend
the Credit Agreement; and
WHEREAS, upon the terms and conditions contained herein, the Agent and the
Lenders are willing to amend the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and conditions herein set
forth, it is hereby agreed as follows:
1. Credit Agreement Amendment. Subject to the conditions hereof, the
Credit Agreement is hereby amended, effective as of the date hereof as
follows:
(a) The following new definitions are added to Section 1.1:
"'First Amendment" means that certain First Amendment to the
Amended and Restated Credit Agreement dated as of December 17, 1997, by and
among the Borrower, the Lenders, and the Agent.
'Asset Disposition' means any voluntary disposition, whether by
sale, lease or transfer of (a) any or all of the assets, excluding cash and cash
equivalents, of the Borrower or any Subsidiary or any professional corporation
or association whose financial results are included in the consolidated
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financial statements of the Borrower, and (b) any of the capital stock, or
securities and investments interchangeable, exercisable or convertible for or
into, or otherwise entitling the holder to receive, any of the capital stock of
any Subsidiary or any professional corporation or association whose financial
results are included in the consolidated financial statements of the Borrower
(other than a disposition to the Borrower or a Guarantor).
'Debt Offering' means the incurrence of any Indebtedness for
Money Borrowed permitted hereunder in connection with a public offering or
private placement of debt securities of the Borrower or any Subsidiary or any
professional corporation or association whose financial results are included in
the consolidated financial statements of the Borrower.
'Equity Offering' means a public or private offering of equity
securities (including, without limitation, any security or investment
exchangeable, exercisable or convertible for or into, or otherwise entitling the
holder to receive, equity securities) of the Borrower or any Subsidiary or any
professional corporation or association whose financial results are included in
the consolidated financial statements of the Borrower (other than securities
issued to the Borrower or a Subsidiary); provided however, the term "Equity
Offering" shall not include any issuance of equity securities in connection with
the exercise of stock options granted, or purchase of restricted stock, pursuant
to Schedule 9.9.
'Net Proceeds' means (a) from any Equity Offering or Debt
Offering cash payments received by the Borrower or any Subsidiary or any
professional corporation or association whose financial results are included in
the consolidated financial statements of the Borrower therefrom as and when
received, net of all legal, accounting, banking and underwriting fees and
expenses, commissions, discounts and other issuance expenses incurred in
connection therewith and all taxes required to be paid or accrued as a
consequence of such issuance; (b) from any Asset Disposition cash payments
received by the Borrower or any Subsidiary or any professional corporation or
association whose financial results are included in the consolidated financial
statements of the Borrower therefrom (including cash payments received pursuant
to any note or other debt security received in connection with any Asset
Disposition) as and when received, net of (i) all legal fees and expenses and
other fees and expenses paid to third parties and incurred in connection
therewith, (ii) all taxes required to be paid or accrued as a consequence of
such sale, (iii) amounts applied to repayment of Indebtedness (other than the
Obligations) secured by a Lien on the asset or property disposed, and (iv) any
other necessary costs incurred in connection with the sale."
(b) The definition of "Applicable Margin" in Section 1.1 is hereby amended
in its entirety so that as amended it shall read as follows:
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"'Applicable Margin' and 'Applicable Unused Fee' means for each
Eurodollar Rate Loan that percent per annum set forth below, which shall be
based upon the Consolidated Leverage Ratio for the Four-Quarter Period most
recently ended as specified below:
Tier Consolidated Leverage Ratio Eurodollar Applicable
Applicable Margin Unused Fee
I Less than 1.50 to 1.00 1.000% 0.250%
II Equal to or greater
than 1.50 to 1.00 1.125% 0.375%
and less than 2.00 to 1.00
III Equal to or greater
than 2.00 to 1.00 1.375% 0.375%
and less than 2.50 to 1.00
IV Equal to or greater
than 2.50 to 1.00 1.875% 0.500%
and equal to or less
than 3.00 to 1.00
From the effective date of the First Amendment to the first Business Day next
following the six month anniversary of the effective date of The First
Amendment, the Applicable Margin and Applicable Unused Fee shall be Tier IV.
Thereafter, the Applicable Margin and Applicable Unused Fee shall be established
at the end of each fiscal quarter of the Borrower (each, a "Determination
Date"). Any change in the Applicable Margin or Applicable Unused Fee following
each Determination Date shall be determined based upon the computations set
forth in the certificate furnished to the Agent pursuant to Section 8.1(a)(ii)
and Section 8.1(b)(ii), subject to review and confirmation of such computations
by the Agent, and shall be effective commencing on the first Business Day next
following the date such certificate is received (or, if earlier, the date such
certificate was required to be delivered) until the first Business Day following
the date on which a new certificate is delivered or is required to be delivered,
whichever shall first occur; provided however, if the Borrower shall fail to
deliver any such certificate within the time period required by Section 8.1,
then the Applicable Margin and Applicable Unused Fee shall be Tier IV until the
appropriate certificate is so delivered."
(c) Subclause (ii) in the definition of "Change of Control" in Section 1.1
is hereby amended so that as amended it shall read as follows:
"(ii) if TA Associates shall at anytime cease to own, directly or
indirectly, at least fifteen percent (15%) of the combined voting power of all
Voting Stock of the Borrower; provided, however, that to the extent the Borrower
completes any Acquisition permitted hereunder which is accounted for as a
"pooling of interests" such that the consolidated stockholder's equity of the
Borrower is diluted, the percentage threshold required under this subclause (ii)
shall decrease pro rata based on the amount of such dilution."
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(d) The definition of "Total Revolving Credit Commitment" in Section 1.1 is
hereby amended in its entirety so that as amended it shall read as follows:
"'Total Revolving Credit Commitment' means a principal amount equal to
$50,000,000, as reduced from time to time in accordance with Section 2.7."
(e) The definition of "Stated Termination Date" in Section 1.1 is hereby
amended in its entirety so that as amended it shall read as follows:
"'Stated Termination Date' means December 16, 2000."
(f) Section 2.3 is hereby amended in its entirety so that as amended it
shall read as follows:
"2.3 Payment of Principal. (a) Manner of Payment. The principal amount
of each Revolving Loan shall be due and payable to the Agent for the benefit of
each Lender in full on the Revolving Credit Termination Date, or earlier as
specifically provided herein. The principal amount of any Base Rate Loan may be
prepaid in whole or in part at any time. The principal amount of any Eurodollar
Rate Loan may be prepaid only at the end of the applicable Interest Period
unless the Borrower shall pay to the Agent for the account of the Lenders the
additional amount, if any, required under Section 5.4. All prepayments of
Revolving Loans made by the Borrower shall be in the amount of (i) $500,000 or
such greater amount which is an integral multiple of $100,000 in the case of
Eurodollar Rate Loans, (ii) $100,000 or such greater amount which is an integral
multiple of $100,000 in the case of Base Rate Loans, or (iii) the amount equal
to all Revolving Credit Outstandings or such other amount as necessary to comply
with Section 2.1(b) or Section 2.8.
(b) Mandatory Prepayments. The Borrower shall make the following
required prepayments, each such payment to be made to the Agent for the benefit
of the Lenders within the time period specified below:
(i) Equity Offerings. The Borrower shall make, or shall cause
each applicable Subsidiary or any professional corporation or association whose
financial results are included in the consolidated financial statements of the
Borrower to make, a prepayment from the Net Proceeds of any Equity Offering in
an amount equal to one hundred percent (100%) of such Net Proceeds. Each such
prepayment shall be made within fifteen (15) Business Days of receipt of such
Net Proceeds and upon not less than three (3) Business Days' written notice to
the Agent, and shall include within one (1) Business Day of repayment a
certificate of an Authorized Representative setting forth in reasonable detail
the calculations utilized in computing the amount of the Net Proceeds.
Notwithstanding the foregoing, however, any prepayment required under this
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Section 2.3(b) shall not be required for fifty percent (50%) of up to
$16,000,000 in Net Proceeds from the first equity issuance occurring after the
effective date of The First Amendment.
(ii) Debt Offerings. The Borrower shall make, or shall cause each
applicable Subsidiary or any professional corporation or association whose
financial results are included in the consolidated financial statements of the
Borrower to make, a prepayment from the Net Proceeds of any Debt Offering in an
amount equal to one hundred percent (100%) of such Net Proceeds. Each such
prepayment shall be made within fifteen (15) Business Days of receipt of such
Net Proceeds and upon not less than three (3) Business Days' written notice to
the Agent, and shall include within one (1) Business Day of repayment a
certificate of an Authorized Representative setting forth in reasonable detail
the calculations utilized in computing the amount of the Net Proceeds.
(iii) Asset Dispositions. The Borrower shall make, or shall cause
each applicable Subsidiary or any professional corporation or association whose
financial results are included in the consolidated financial statements of the
Borrower to make, a prepayment from the Net Proceeds of any Asset Disposition in
an amount equal to one hundred percent (100%) of such Net Proceeds. Each such
prepayment shall be made within fifteen (15) Business Days of receipt of such
Net Proceeds and upon not less than three (3) Business Days' written notice to
the Agent, and shall include within one (1) Business Day of repayment a
certificate of an Authorized Representative setting forth in reasonable detail
the calculations utilized in computing the amount of the Net Proceeds.
All mandatory prepayments made pursuant to this Section 2.3 shall
permanently reduce the Total Revolving Credit Commitment. Any prepayment of a
Eurodollar Rate Loan pursuant to this Section 2.3 other than on the last day of
an Interest Period shall be accompanied by the additional payment, if any,
required under Section 5.4 hereof.
(g) Section 2.10 is hereby amended so that the phrase "0.375% per annum" in
the third line is deleted and replaced with "the Applicable Unused Fee".
(h) Section 9.1(a) is hereby amended as follows:
(1) The amount "$32,500,000" in subclause (i) is hereby
deleted and replaced with the amount "$33,755,000".
(2) The amount "75%" in subclause (ii)(A) is hereby deleted and
replaced with the amount "50%".
(3) Subclause (ii)(c) is hereby deleted and replaced with the
phrase "100% of the Net Proceeds of any Equity Offering".
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(i) Section 9.1(c) is hereby amended in its entirety so that as amended it
shall read as follows:
"(c) Consolidated Fixed Charge Ratio. Permit at any time during
the respective periods set forth below the Consolidated Fixed Charge Ratio
to be less than that set forth opposite each such period:
FOUR-QUARTER PERIOD ENDING CONSOLIDATED FIXED CHARGE RATIO
-------------------------- -------------------------------
Closing - September 30, 1998 2.00 to 1.00
October 1, 1998 - September 30, 1999 2.25 to 1.00
Thereafter 2.75 to 1.00
(j) Section 9.2(d) is hereby amended in its entirety so that as amended it
shall read as follows:
"(d) if the Cost of Acquisition shall (A) exceed $5,000,000 in cash,
or (B) exceed $8,000,000 in the aggregate, or (C) cause the aggregate Cost of
Acquisitions incurred in fiscal year 1997 to exceed $25,000,000 or in any Fiscal
Year thereafter to exceed $20,000,000, the Required Lenders shall consent to
such Acquisition in their discretion;"
(k) Section 9.7(b) is hereby amended in its entirety so that as amended it
shall read as follows:
"(b) Eligible Securities;"
(l) Section 12.5 is hereby amended in its entirety so that as amended it
shall read as follows:
"12.5 Expenses. The Borrower agrees (a) to pay or reimburse the Agent
for all its reasonable out-of-pocket costs and expenses incurred in connection
with the preparation, negotiation, syndication, execution and delivery of the
Loan Documents (including due diligence expenses and travel expenses), and the
consummation of the transactions contemplated thereby, including the reasonable
fees and disbursements of counsel to the Agent, (b) to pay or reimburse the
Agent for all of its reasonable out-of-pocket costs and expenses incurred in
connection with any amendment, supplement or modification to, any of the Loan
Documents (including due diligence expenses and travel expenses), and the
consummation of the transactions contemplated thereby, including the reasonable
fees and disbursements of counsel to the Agent, (c) to pay or reimburse the
Agent and the Lenders for all their costs and expenses incurred in connection
with the enforcement or preservation of any rights under the Loan Documents,
including the reasonable fees and disbursements of their counsel and any
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payments in indemnification or otherwise payable by the Lenders to the Agent
pursuant to the Loan Documents, and (d) to pay, indemnify and hold the Agent and
the Lenders harmless from any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any failure to pay or delay in
paying, documentary, stamp, excise and other similar taxes, if any, which may be
payable or determined to be payable in connection with the execution and
delivery of any of the Loan Documents, or consummation of any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
any Loan Document.
2. REPRESENTATIONS AND WARRANTIES. In order to induce the Agent and the
Lenders to enter into this Amendment Agreement, the Borrower hereby represents
and warrants that the Credit Agreement has been re-examined by the Borrower and
that except as disclosed by the Borrower in writing to the Lenders as of the
date hereof except:
(a) The representations and warranties made by the Borrower in Article VII
thereof are true on and as of the date hereof except that the financial
statements referred to in Section 7.6 shall be those most recently furnished to
the Agent pursuant to Section 8.1;
(b) There has been no material adverse change in the condition, financial
or otherwise, of the Borrower and its Subsidiaries since the date of the most
recent financial reports of the Borrower delivered to the Agent under Section
8.1 thereof, other than changes in the ordinary course of business, none of
which has been a material adverse change;
(c) The business and properties of the Borrower and its Subsidiaries are
not, and since the date of the most recent financial reports of the Borrower
delivered to the Agent under Section 8.1 thereof, have not been, adversely
affected in any substantial way as the result of any fire, explosion,
earthquake, accident, strike, lockout, combination of workers, flood, embargo,
riot, activities of armed forces, war or acts of God or the public enemy, or
cancellation or loss of any major contracts; and
(d) After giving effect to this Amendment Agreement, no condition exists
which, upon the effectiveness of the amendment contemplated hereby, would
constitute a Default or an Event of Default on the part of the Borrower under
the Credit Agreement or the Notes, either immediately or with the lapse of time
or the giving of notice, or both.
3. CONDITIONS PRECEDENT. The effectiveness of this Amendment Agreement is
subject to the receipt by the Agent of the following:
(a) six counterparts of this Amendment Agreement duly executed by all
signatories hereto; and
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(b) copies of all additional agreements, instruments and documents which
the Agent may reasonably request, such documents, when appropriate, to be
certified by appropriate governmental authorities; and
(c) receipt of payment by the Agent for all its reasonable costs and
expenses incurred in connection with the preparation, negotiation and execution
of this Amendment Agreement, including without limitation the reasonable fees
and disbursements of counsel to the Agent; and
(d) execution of the Underwriting Fee Letter dated December 4, 1997
(the "Fee Letter") and payment of all fees described therein that are payable on
or before the effective date of this Amendment Agreement.
All proceedings of the Borrower relating to the matters provided for herein
shall be satisfactory to the Lenders, the Agent and their counsel.
4. ENTIRE AGREEMENT. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, condition, representation
or warranty, express or implied, not herein set forth shall bind any party
hereto, and no one of them has relied on any such promise, xxxxxx ion,
representation or warranty. Each of the parties hereto acknowledges that, except
as in this Amendment Agreement otherwise expressly stated, no representations,
warranties or commitments, express or implied, have been made by any party to
the other. None of the terms or conditions of this Amendment Agreement may be
changed, modified, waived or canceled orally or otherwise, except by writing,
signed by all the parties hereto, specifying such change, modification, waiver
or cancellation of such terms or conditions, or of any proceeding or succeeding
breach thereof.
5. CONSENT OF GUARANTORS. The Guarantors have joined in the execution of
this Amendment Agreement for the purposes of consenting hereto, including the
increase of the Total Revolving Credit Commitment from $35,000,000 to
$50,000,000, and for the further purpose of confirming their guaranty of the
Obligations of the Borrower as provided in the Facility Guaranty.
6. FULL FORCE AND EFFECT OF AGREEMENT. Except as hereby specifically
amended, modified or supplemented, the Credit Agreement and all other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.
7. COUNTERPARTS. This Amendment Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.
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8. GOVERNING LAW. THIS AMENDMENT AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY THE LAW OF THE STATE OF FLORIDA, WITHOUT REGARD TO ANY OTHERWISE
APPLICABLE PRINCIPLES OF CONFLICT OF LAWS. THE BORROWER HEREBY (i) SUBMITS TO
THE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF FLORIDA FOR THE
PURPOSES OF RESOLVING DISPUTES HEREUNDER OR UNDER ANY OF THE OTHER LOAN
DOCUMENTS TO WHICH IT IS A PARTY OR FOR PURPOSES OF COLLECTION AND (ii) WAIVES
TRIAL BY JURY IN CONNECTION WITH ANY SUCH LITIGATION.
9. Enforceability. Should any one or more of the provisions of this
Amendment Agreement be determined to be illegal or unenforceable as to one or
more of the parties hereto, all other provisions nevertheless shall remain
effective and binding on the parties hereto.
10. Credit Agreement. All references in any of the Loan Documents to
the Credit Agreement shall mean and include the Credit Agreement as amended
hereby.
11. Successors and Assigns. This Amendment Agreement shall be binding upon
and inure to the benefit of each of the Borrower, the Lenders, the Agent and
their respective successors, assigns and legal representatives; provided,
however, that the Borrower, without the prior consent of the Lenders, may not
assign any rights, powers, duties or obligations hereunder.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.
SHERIDAN HEALTHCARE, INC.
By:
------------------------------------
Name: Xxx X. Xxxxxx
Title: Vice President
GUARANTORS:
-----------
SHERIDAN HEALTHCORP, INC.
SHERIDAN HEALTHCARE OF WEST FLORIDA, INC.
PRIMEDICA HEALTHCARE, INC.
MEDISERV, INC.
SHERIDAN CHILDREN'S HEALTHCARE SERVICES, INC.
SHERIDAN CHILDREN'S HEALTHCARE
SERVICES OF WEST VIRGINIA, INC.
CHILDREN'S HOSPITAL SERVICES, INC.
SHERIDAN HEALTHCARE OB/GYN, INC.
XXXXXXX & XXXXXXXXX, M.D., INC.
XXXXXXXX-PLAZA & ASSOCIATES, M.D., INC.
DRS. GRABOIS, FIRESTONE, XXXXXX & XXXXX, P.A.
WOMAN TO WOMAN OBSTETRICS
& GYNECOLOGY, P.A.
XXXXXXXXX X. XXXXXX, M.D., INC.
By:
-----------------------------------
Name: Xxx X. Xxxxxx
Title: Vice President
SHERIDAN FINANCE CORP.
SHERIDAN STC CORP.
By:
-----------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
Signature Page 1 of 2
SHERIDAN MEDICAL HEALTHCORP, P.C.
SHERIDAN HEALTHCARE OF TEXAS, P.A.
SHERIDAN HEALTHCARE OF CALIFORNIA
MEDICAL GROUP, INC.
SHERIDAN CHILDREN'S HEALTHCARE
SERVICES OF PENNSYLVANIA, P.C.
By:
-----------------------------------
Name: Xxxxxxx Xxxxxxx
Title: President
NATIONSBANK, NATIONAL ASSOCIATION,
as Agent and Lender
By:
-----------------------------------
Name: Xxxxxxx X. Xxxxx, III
Title: Vice President
Signature Page 2 of 2
TOTAL REVOLVING CREDIT COMMITMENT
---------------------------------
PROMISSORY NOTE
(Revolving Loan)
$50,000,000 Charlotte, North Carolina
December 17, 1997
FOR VALUE RECEIVED, SHERIDAN HEALTHCARE, INC., a Delaware corporation
having its principal place of business located in Hollywood, Florida (the
"Borrower"), hereby promises to pay to the order of NATIONSBANK, NATIONAL
ASSOCIATION (the "Lender"), in its individual capacity, in care of NATIONSBANK,
NATIONAL ASSOCIATION , as agent for the Lenders (the "Agent"), at One
Independence Center, 000 Xxxxx Xxxxx Xxxxxx, XX0-000-00-00, Xxxxxxxxx, Xxxxx
Xxxxxxxx 00000 (or at such other place or places as the Agent may designate in
writing) at the times set forth in the Amended and Restated Credit Agreement
dated as of March 12, 1997, as amended pursuant to that certain Amendment
Agreement No. 1 to the Amended and Restated Credit Agreement dated as of
December 17, 1997, among the Borrower, the financial institutions party thereto
(collectively, the "Lenders") and the Agent (the "Agreement" --all capitalized
terms not otherwise defined herein shall have the respective meanings set forth
in the Agreement), in lawful money of the United States of America, in
immediately available funds, the principal amount of FIFTY MILLION DOLLARS
($50,000,000) or, if less than such principal amount, the aggregate unpaid
principal amount of all Revolving Loans made by the Lender to the Borrower
pursuant to the Agreement on the Revolving Credit Termination Date or such
earlier date as may be required pursuant to the terms of the Agreement, and to
pay interest from the date hereof on the unpaid principal amount hereof, in like
money, at said office, on the dates and at the rates provided in Article II of
the Agreement. All or any portion of the principal amount of Loans may be
prepaid or required to be prepaid as provided in the Agreement.
If payment of all sums due hereunder is accelerated under the terms of the
Agreement, the then remaining principal amount and accrued but unpaid interest
shall bear interest which shall be payable on demand at the rates per annum set
forth in the proviso to Section 2.2 (a) of the Agreement. Further, in the event
of such acceleration, this Note shall become immediately due and payable,
without presentation, demand, protest or notice of any kind, all of which are
hereby waived by the Borrower.
In the event this Note is not paid when due at any stated or accelerated
maturity, the Borrower agrees to pay, in addition to the principal and interest,
all costs of collection, including reasonable attorneys' fees, and interest due
hereunder thereon at the rates set forth above.
Interest hereunder shall be computed as provided in the Agreement.
This Note is one of the Notes referred to in the Agreement and is issued
pursuant to and entitled to the benefits and security of the Agreement to which
reference is hereby made for a more complete statement of the terms and
conditions upon which the Revolving Loans evidenced hereby were or are made and
are to be repaid. This Note is subject to certain restrictions on transfer or
assignment as provided in the Agreement.
All Persons bound on this obligation, whether primarily or secondarily
liable as principals, sureties, Guarantors, endorsers or otherwise, hereby waive
to the full extent permitted by law the benefits of all provisions of law for
stay or delay of execution or sale of property or other satisfaction of judgment
against any of them on account of liability hereon until judgment be obtained
and execution issues against any other of them and returned satisfied or until
it can be shown that the maker or any other party hereto had no property
available for the satisfaction of the debt evidenced by this instrument, or
until any other proceedings can be had against any of them, also their right, if
any, to require the holder hereof to hold as security for this Note any
collateral deposited by any of said Persons as security. Protest, notice of
protest, notice of dishonor, diligence or any other formality are hereby waived
by all parties bound hereon.
IN WITNESS WHEREOF, the Borrower has caused this Note to be made, executed
and delivered by its duly authorized representative as of the date and year
first above written, all pursuant to authority duly granted.
SHERIDAN HEALTHCARE, INC.
WITNESS:
------------------------------ By:
--------------------------------
Name: Xxx X. Xxxxxx
------------------------------ Title: Vice President
ACKNOWLEDGMENT OF EXECUTION ON BEHALF OF
SHERIDAN HEALTHCARE, INC.
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Before me, the undersigned, Notary Public in and for said County and State
on this 17th day of December, 1997 A.D., personally appeared Xxx X. Xxxxxx,
known to be the Vice President of the above-named corporation (the "Borrower"),
who, being by me duly sworn, said he works at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxx and that by authority duly given by, and as the act of, the Borrower,
the foregoing and annexed Note dated December 17, 1997, was signed by him as
said Vice President on behalf of the Borrower.
Witness my hand and official seal this 17th day of December, 1997.
(SEAL) --------------------------------------------
Xxxxxxxx X. Xxxxxxxx, Notary Public
My commission expires: August 11, 2001
AFFIDAVIT OF XXXXXXX X. XXXXX, III
The undersigned, being first duly sworn, deposes and says:
1. He is a Vice President of NationsBank, National Association, and works
at NationsBank Corporate Center, 8th Floor, Charlotte, North Carolina.
2. The Note of Sheridan Healthcare, Inc. to the NationsBank, National
Association (the "Agent") dated December 17, 1997 was executed before her/him
and delivered to her/him on behalf of the Agent in Charlotte, North Carolina on
December 17, 1997.
This the 17th day of December, 1997.
------------------------------------
Xxxxxxx X. Xxxxx, III
ACKNOWLEDGMENT OF EXECUTION
STATE OF NORTH CAROLINA
COUNTY OF MECKLENBURG
Before me, the undersigned, a Notary Public in and for said County and
State on this 17th day of December, 1997 A.D., personally appeared Xxxxxxx X.
Xxxxx, III who before me affixed her/his signature to the above Affidavit.
Witness my hand and official seal this 17th day of December, 1997.
------------------------------------
Xxxxxxxx X. Xxxxxxxx, Notary Public
(SEAL)
My commission expires: August 11, 2001
