AMENDMENT AGREEMENT NO. 1
TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT AGREEMENT NO. 1 TO THE SECOND AMENDED AND RESTATED
CREDIT AGREEMENT (the "Amendment Agreement"), dated as of September 23, 1998 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, a national banking association organized and existing
under the laws of the United States, as Lender, and NATIONSBANK, NATIONAL
ASSOCIATION, 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 Second Amended and Restated Credit Agreement dated as of April 30, 1998
( 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) Section 7.11 is hereby amended by deleting the proviso in the
second sentence thereof.
(b) Section 9.5(d) is hereby amended by deleting the figure
"$2,000,000" and placing in lieu thereof the figure "$10,000,000".
(c) Section 9.9(d) is hereby amended in its entirety so that as amended
it shall read as follows:
"(d) the Borrower may purchase during the term of this Agreement an
aggregate of up to $10,000,000 of its own stock so long as (i) such
repurchased stock is immediately retired and not held in treasury stock
and (ii) the Consolidated Leverage Ratio shall be not more than 2.75 to
1.00 immediately prior to such purchase and immediately after giving
effect to such purchase on a pro forma basis."
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) eight counterparts of this Amendment Agreement duly executed
by all signatories hereto; and
(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.
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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, condition,
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.
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.
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.
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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:
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Name: Mitchell Eisenberg
Title: President
NATIONSBANK, NATIONAL ASSOCIATION,
as Agent and Lender
By:
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Name: Michael S. Sylvester
Title: Vice President
COOPERATIEVE CENTRALE RAIFFEISEN -
BOERENLEENBANK B.A. "RABOBANK
NEDERLAND", NEW YORK BRANCH
By:
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Name: Dana W. Hemenway
Title: Vice President
By:
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Name: Barbara A. Hyland
Title: Vice President
FIRST UNION NATIONAL BANK
By:
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Name: Valerie A. Cline
Title: Director
Signature Page 1 of 2
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By:
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Name: Ronald K. Rueve
Title: Vice President
BANKBOSTON, N.A.
By:
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Name: Walter J. Marullo
Title: Vice President
LASALLE NATIONAL BANK
By:
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Name:
Title:
UNION BANK OF CALIFORNIA, N.A.
By:
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Name: Jennifer L. Banks
Title: Vice President