EXHIBIT 10.4
SECOND AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT (this "Amendment") is made and entered into as of February 5, 2003 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").
RECITALS:
1. The Borrower, Lenders and Administrative Agent entered into
that certain Amended and Restated Revolving Credit Agreement dated May 5, 2000,
as amended by that certain First Amendment to Amended and Restated Revolving
Credit Agreement dated June 22, 2001 (as amended, the "Agreement").
2. The Borrower and Lender desire to further amend the Agreement
as provided herein.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the Borrower, the Lenders and the Administrative Agent
agree as follows:
1. Section 7.5 of the Agreement is hereby amended and restated as
follows:
SECTION 7.5 RESTRICTED PAYMENTS. Except for dividends payable
from a Wholly Owned Subsidiary to the Borrower, the Borrower will not,
and will not permit any of its corporate Subsidiaries to, declare or
make, or agree to pay or make, directly or indirectly, any dividend on
any class of its stock, or make any payment on account of, or set
apart assets for a sinking or other analogous fund for, the purchase
redemption, retirement, defeasance or other acquisition of, any shares
of treasury stock (each, a "Restricted Payment"); provided however the
Borrower shall be permitted to purchase in the aggregate during the
term of this Agreement treasury stock totaling no greater than
$25,000,000.
2. The Agreement is not amended in any other respect.
3. The Borrower represents and warrants that no Event of Default
has occurred and is continuing 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 Amendment 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 and will be
effective upon execution by Borrower, Administrative Agent and the Required
Lenders.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
BORROWER:
AMSURG CORP.
By: /s/ Claire M. Gulmi
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Title: CFO
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SUNTRUST BANK
as Administrative Agent, as Issuing
Bank, and as a Lender
By: /s/ Mark D. Matthew
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Title: Director
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BANK OF AMERICA, N.A.,
as Syndication Agent and as a
Lender
By: /s/ Elizabeth L. Knox
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Title: Senior Vice President
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US BANK, NATIONAL ASSOCIATION,
successor-in-interest to Firstar
Bank, N.A., as a Lender
By: /s/ S.W. Choppin
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Title: Senior Vice President
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AMSOUTH BANK,
as a Lender
By: /s/ William H. Berrell
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Title: Vice President
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STANDARD FEDERAL, N.A.,
successor-in-interest to Michigan
National Bank, as a Lender
By: /s/ Ralph P. Binggeser
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Title: Commercial Relationship Manager
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BANK OF OKLAHOMA, N.A.,
as a Lender
By: /s/ Heather E. Williams
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Title: Assistant Vice President
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FIRST TENNESSEE BANK, NATIONAL
ASSOCIATION, as a Lender
By: Deryl J. Bauman
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Title: Vice President
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KEY CORPORATE CAPITAL, INC., as a
Lender
By: /s/ Wendy Butler
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Title: Vice President
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