EXHIBIT 10.3
FIRST AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
(this "Agreement") is made and entered into as of June 22, 2001 by and
among AMSURG CORP., a Tennessee corporation (the "Borrower"), the several banks
and other financial institutions from time to time party hereto (the "Lenders"),
and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the
"Administrative Agent" or "Agent").
RECITALS:
1. The Borrower and the Lenders entered into an Amended and
Restated Revolving Credit Agreement dated May 5, 2000 (the "Agreement).
2. The Borrower and Lender desire to amend the Agreement as
provided herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the Borrower and the Lender agree as follows:
1. Section 7.13(b)(iii) shall hereby be amended and restated as
follows:
(iii) the aggregate number of Acquisitions, in any
rolling twelve (12) month period since the Closing Date, does
not exceed twelve (12); provided, however, that if the sum of
the aggregate Revolving Credit Exposures of all Lenders plus
the pro forma cost of any proposed Acquisition is less than
$50,000,000, then the limitations set forth in this Section
7.13(b)(iii) shall not apply;
2. The Agreement is not amended in any other respect
3. The Borrower represents and warrants that no Event of Default
has occurred under the Agreement.
4. The Borrower agrees that its obligations are valid and
binding, enforceable in accordance with their respective terms, subject to no
defense, counterclaim, or objection.
5. This agreement may be executed in any number of separate
counterparts (including by telecopy), and all of said counterparts taken
together shall be deemed to constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this 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
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Title: CFO
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SUNTRUST BANK
as Administrative Agent, as Issuing
Bank, and as a Lender
By: /s/ Xxxx X. Xxxxxxx
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Title: Director
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BANK OF AMERICA, N.A.,
as Syndication Agent and as a
Lender
By: /s/ Xxxxx X. Xxxxxxx
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Title: Senior Vice President
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FIRSTAR BANK, N.A.,
as a Lender
By: /s/ L. Xxxx Xxxxx, III
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Title: Senior Vice President
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BANK OF OKLAHOMA, N.A.,
as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Commercial Lending Officer
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FIRST TENNESSEE BANK, NATIONAL
ASSOCIATION, as a Lender
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
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KEY CORPORATE CAPITAL, INC., as a
Lender
By: /s/ Xxxxx X. Xxxxxxx
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Title: Senior Vice President
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