A#2 TO CREDIT AGREEMENT 02/05/03

EX-10.4 4 g81425exv10w4.txt A#2 TO CREDIT AGREEMENT 02/05/03 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 ------------------------------ Title: CFO --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] SUNTRUST BANK as Administrative Agent, as Issuing Bank, and as a Lender By: /s/ Mark D. Matthew ------------------------------ Title: Director --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] BANK OF AMERICA, N.A., as Syndication Agent and as a Lender By: /s/ Elizabeth L. Knox ------------------------------ Title: Senior Vice President --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] US BANK, NATIONAL ASSOCIATION, successor-in-interest to Firstar Bank, N.A., as a Lender By: /s/ S.W. Choppin ------------------------------- Title: Senior Vice President ---------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] AMSOUTH BANK, as a Lender By: /s/ William H. Berrell ------------------------------ Title: Vice President --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] STANDARD FEDERAL, N.A., successor-in-interest to Michigan National Bank, as a Lender By: /s/ Ralph P. Binggeser ----------------------------------- Title: Commercial Relationship Manager ------------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] BANK OF OKLAHOMA, N.A., as a Lender By: /s/ Heather E. Williams ------------------------------ Title: Assistant Vice President --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] FIRST TENNESSEE BANK, NATIONAL ASSOCIATION, as a Lender By: Deryl J. Bauman ------------------------------ Title: Vice President --------------------------- [SIGNATURES CONTINUED ON NEXT PAGE] KEY CORPORATE CAPITAL, INC., as a Lender By: /s/ Wendy Butler ------------------------------ Title: Vice President ---------------------------