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Exhibit 2.7
FOURTH AMENDMENT TO THE ACQUISITION AGREEMENT
This Fourth Amendment (the "Fourth Amendment") to the Acquisition
Agreement (the "Agreement") dated as of January 31, 2000 by and among
Physicians Resource Group, Inc. ("PRG") and each of its affiliated entities
listed on the signature pages thereto, as Sellers and AmSurg Corp. ("AmSurg"),
is hereby entered into this 31st day of December, 2000.
WHEREAS, the parties executed the Agreement as of January 31, 2000; and
WHEREAS, the parties entered into a First Amendment to the Agreement
on April 28, 2000, a Second Amendment to the Agreement on May 12, 2000 and a
Third Amendment to the Agreement on May 31, 2000; and
WHEREAS, the parties desire to extend the date set forth in Section
8.1(b)(ii) and 8.1(c)(ii) of the Agreement, and to amend Schedule 2.4 of the
Agreement.
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereby amend the Agreement as follows:
1. Section 8.1(b)(ii) of the Agreement is hereby amended by
deleting the date "December 31, 2000" and replacing it with
"June 30, 2001."
2. Section 8.1(c)(ii) of the Agreement is hereby amended by
deleting the date "December 31, 2000" and replacing it with
"June 30, 2001."
3. Schedule 2.4 of the Agreement is hereby amended solely with
respect to the three Acquired Entities described on the
attached Schedule 1.
Defined terms not otherwise defined herein shall have the meaning
ascribed to them in the Agreement, as amended.
IN WITNESS WHEREOF, the undersigned have caused this Fourth Amendment
to be executed by their respective officers thereunto duly authorized, as of the
date first written above.
AMSURG CORP.
By: /s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
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Title: Senior Vice President
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PHYSICIANS RESOURCE GROUP, INC.
for itself and the other entities listed on
the signature pages of the Agreement
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: President
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SCHEDULE 1
AMENDMENT TO SCHEDULE 2.4
OF THE ACQUISITION AGREEMENT
Percentage of Assets to be Purchase Price
Purchased or Acquired for Percentage to
Name of Acquired Entity Entity Interest be Acquired
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PRG Alexandria, L.L.C. 51% $2,541,801
American Surgery Centers 51% $3,338,834
of South Florida, Ltd.
Center for Advanced Eye 51% $3,878,731
Surgery, Ltd.
