Ex-10.1



 





Exhibit 10.1




FIRST AMENDMENT TO THIRD AMENDED AND

RESTATED REVOLVING CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this
“Amendment”) is made and entered into as of the 29th day of October, 2007, 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:




     A. The Borrower, the Administrative Agent and the Lenders are parties to a Third Amended and
Restated Revolving Credit Agreement dated July 28, 2006 (as amended or restated from time to time,
the “Credit Agreement”).



     B. The Borrower, the Administration Agent, and each of the Lenders desire to amend the Credit
Agreement to provide for an increase to the Aggregate Revolving Commitments pursuant to Section
2.23 of the Credit Agreement.



     C. Terms not defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:



     1. The definition of “Aggregate Revolving Commitments” as used in the Credit Agreement shall
be amended and restated in its entirety to read as follows:




     “Aggregate Revolving Commitments” shall mean the sum of the Revolving Commitments of
all Lenders at any time outstanding. As of October 29, 2007, the Aggregate Revolving
Commitments equal $300,000,000.



     2. Schedule 1.1 of the Credit Agreement shall be amended and restated pursuant to
Schedule 1.1 attached hereto.



     3. All other documents executed and delivered in connection with the Credit Agreement are
hereby amended to the extent necessary to conform to this Amendment. Except as specifically amended
herein, the Credit Agreement shall remain unamended and in full force and effect.



     4. Borrower represents and warrants that the execution and terms of this Amendment have been
duly authorized by all necessary corporate action.



     5. Borrower represents and warrants that it is in compliance with all the terms and conditions
of the Credit Agreement and that no Default or Event of Default exists thereunder.



 









 





     6. This Amendment shall be governed by and construed in accordance with the laws of the State
of Tennessee.



     7. This Amendment may be executed in one or more counterparts, all of which shall, taken
together, constitute one original. The parties agree that facsimile signatures shall be deemed to
be and treated as original signatures of such parties.



     IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment to Third
Amended and Restated Revolving Credit Agreement as of the day and date first set forth above.



	 	 	 	 	 
	 	BORROWER:



AMSURG CORP.

 	 
	 	By:  	
/s/ Claire M. Gulmi
 	 
	 	 	Claire Gulmi
 	 
	 	Title:  	Executive Vice President and
Chief Financial Officer 	 
	 



	 	 	 	 	 
	 	LENDER:



SUNTRUST BANK

as Administrative Agent, as Issuing Bank, and

as a Lender

 	 
	 	By:  	/s/ W. Brooks Hubbard
 	 
	 	 	 	 
	 	Title:  	                       Managing Director
 	 
	 	 	 	 
	 




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	 	BANK OF AMERICA, N.A.

 	 
	 	By:  	/s/ H. Hope Walker
 	 
	 	 	 	 
	 	Title:  	                                                     Vice President
 	 
	 	 	 	 
	 




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	 	U.S. BANK, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Bill Burrell
 	 
	 	 	 	 
	 	Title:  	                     Vice President
 	 
	 	 	 	 
	 



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	 	JP MORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ Timothy B. Fouts
 	 
	 	 	 	 
	 	Title:  	                       Senior Vice President
 	 
	 	 	 	 
	 




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	 	BRANCH BANKING AND TRUST COMPANY

 	 
	 	By:  	/s/ Natalie Rugguno
 	 
	 	 	 	 
	 	Title:  	                        Vice President
 	 
	 	 	 	 
	 




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	 	REGIONS BANK

 	 
	 	By:  	/s/ Craig Cardella
 	 
	 	 	 	 
	 	Title:  	
Senior Vice President
 	 
	 	 	 	 
	 




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	 	KEY BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ J.T. Taylor
 	 
	 	 	 	 
	 	Title:  	
Senior Vice President
 	 
	 	 	 	 
	 




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	 	NATIONAL CITY BANK

 	 
	 	By:  	/s/ Erica Dowd
 	 
	 	 	 	 
	 	Title:  	                        Vice President
 	 
	 	 	 	 
	 




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	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION

 	 
	 	By:  	/s/
Kenneth H. Berberich
 	 
	 	 	 	 
	 	Title:  	
Senior Vice President
 	 
	 	 	 	 
	 




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	 	THE BANK OF NASHVILLE

 	 
	 	By:  	/s/ Benjamin Mercer
 	 
	 	 	 	 
	 	Title:  	                        Vice President
 	 
	 	 	 	 
	 




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SCHEDULE 1.1




REVOLVING COMMITMENTS




	 	 	 	 	 
	SunTrust Bank
	 	$	42,000,000	 
	Bank of America
	 	$	40,000,000	 
	U.S. Bank, National Association
	 	$	36,500,000	 
	JP Morgan Chase Bank, N.A.
	 	$	36,500,000	 
	Branch Banking and Trust Company
	 	$	36,500,000	 
	Regions Bank
	 	$	31,500,000	 
	Key Bank National Association
	 	$	25,000,000	 
	National City Bank
	 	$	25,000,000	 
	First Tennessee Bank
	 	$	15,000,000	 
	The Bank of Nashville
	 	$	12,000,000	 







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