Exhibit 10.32


 


		Wells Fargo Bank, 

National Association	Second Amendment to Credit Agreement


 


THIS
SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of July 6, 2015, by and between AMERICAN
CARESOURCE HOLDINGS, INC., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).


 


RECITALS


 


WHEREAS,
Borrower is currently indebted to Bank pursuant to the terms and conditions of that certain Credit Agreement between Borrower and
Bank dated as of July 30, 2014, as amended from time to time (“Credit Agreement”).


 


WHEREAS,
Bank and Borrower have agreed to certain changes in the terms and conditions set forth in the Credit Agreement and have agreed
to amend the Credit Agreement to reflect said changes.


 


NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that
the Credit Agreement shall be amended as follows:


 


1.             Section
1.4 is hereby deleted in its entirety, and the following substituted therefor:


 


“SECTION
1.4. GUARANTIES. The payment and performance of all indebtedness and other obligations of Borrower to Bank shall be guaranteed
jointly and severally by John Pappajohn in the principal amount of Three Million Dollars ($3,000,000.00), Mark C. Oman in the principal
amount of One Million Dollars ($1,000,000.00), Edward L. Scanlon in the principal amount of Five Hundred Thousand Dollars ($500,000.00),
Matthew P. Kinley in the principal amount of Two Hundred Fifty Thousand Dollars ($250,000.00), Deidre M. Turner in the principal
amount of One Hundred Fifty Thousand Dollars ($150,000.00), Peter J. Unanue in the principal amount of Two Hundred Fifty Thousand
Dollars ($250,000.00), and Matthew D. Thompson in the principal amount of One Hundred Thousand Dollars ($100,000.00), as evidenced
by and subject to the terms of guaranties in form and substance satisfactory to Bank.”


 


2.            Notwithstanding
the execution of the Credit Agreement or any addendum thereto, or the delivery of all documents in furtherance thereof, the obligation
of the Bank to make any advance on the Line of Credit and this Amendment becoming effective is subject to the fulfillment to Bank’s
satisfaction of all of the following conditions:


 


	 	a)	No event of default or event which will mature into an event of default, shall have occurred and be continuing.


 


	 	b)	The representations and warranties of the Borrower contained in the Loan Documents shall be true and correct as of the date of any advance on the Line of Credit.


 


	 	c)	The Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed:


 


		(i)   	This Amendment.



		(ii)   	Third Modification
to Promissory Note.



 




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		(iii)   	Corporate Resolution: Borrowing for Borrower.



		(iv)   	Certificate of Incumbency for Borrower.



		(v)   	Certified copy of Articles/Certificate of Incorporation
of Borrower and any amendments.



		(vi)   	Certified copy of Bylaws of Borrower and any amendments.



		(vii)   	Certificate of Existence/Good Standing for Borrower recently
certified by the Delaware Secretary of State.



		(viii)   	Guaranty of Deidre M. Turner.



		(ix)   	Third Party Pledge Agreement of Deidre M. Turner.



		(x)   	Certificate of Deposit as provided for in the Third Party
Pledge Agreement of Deidre M. Turner.



		(xi)   	Third Party Security Agreement of each of ACSH Urgent
Care of Florida, LLC, ACSH Urgent Care of Virginia, LLC, ACSH Primary Care of Alabama, LLC, ACSH Medical Management, LLC, and
MedHelp, LLC.



		(xii)   	Limited Liability Company Certificate: Third Party Collateral
for each of ACSH Primary Care of Alabama, LLC, ACSH Medical Management, LLC, and MedHelp, LLC.



		(xiii)   	Certified copies of Articles of Organization/Certificates
of Formation and any amendments for each of ACSH Primary Care of Alabama, LLC, ACSH Medical Management, LLC, and MedHelp, LLC.



		(xiv)   	Certified copies of Operating Agreement/Limited Liability
Company Agreement and any amendments for each of ACSH Primary Care of Alabama, LLC, ACSH
Medical Management, LLC, and MedHelp, LLC.



		(xv)   	Certificate of Existence/Good Standing for each of ACSH
Primary Care of Alabama, LLC and ACSH Medical Management, LLC certified by their respective states of organization.



		(xvi)   	Such other documents as Bank may require under any other
Section of this Amendment.



 


3.          Within
a reasonable amount of time after execution of this Amendment, the Bank shall have received, in form and substance satisfactory
to Bank, a Certificate of Existence/Good Standing for MedHelp, LLC certified by its state of organization and Borrower agrees to
cooperate with the Bank to obtain such Certificate of Existence/Good Standing.


 


4.          Except
as specifically provided herein, all terms and conditions of the Credit Agreement remain in full force and effect, without waiver
or modification. All terms defined in the Credit Agreement shall have the same meaning when used in this Amendment. This Amendment
and the Credit Agreement shall be read together, as one document.


 


5.          Borrower
hereby remakes all representations and warranties contained in the Credit Agreement and reaffirms all covenants set forth therein.
Borrower further certifies that as of the date of this Amendment there exists no Event of Default as defined in the Credit Agreement,
nor any condition, act or event which with the giving of notice or the passage of time or both would constitute any such Event
of Default.


 


6.          General
Release. In consideration of the benefits provided to Borrower under the terms and provisions hereof, Borrower and each
guarantor hereunder hereby agree as follows (“General Release”):


 




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(a)          Borrower
and each guarantor hereunder, for itself and on behalf of its respective successors and assigns, do hereby release, acquit
and forever discharge Bank, all of Bank’s predecessors in interest, and all of Bank’s past and present officers,
directors, attorneys, affiliates, employees and agents, of and from any and all claims, demands, obligations, liabilities,
indebtedness, breaches of contract, breaches of duty or of any relationship, acts, omissions, misfeasance, malfeasance,
causes of action, defenses, offsets, debts, sums of money, accounts, compensation, contracts, controversies, promises,
damages, costs, losses and expenses, of every type, kind, nature, description or character, whether known or unknown,
suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length (each, a
“Released Claim” and collectively, the “Released Claims”), that Borrower or any guarantor hereunder
now has or may acquire as of the later of: (i) the date this Amendment becomes effective through the satisfaction (or waiver
by Bank) of all conditions hereto; or (ii) the date that Borrower and
each guarantor hereunder have executed and delivered this Amendment to Bank (hereafter, the “Release Date”),
including without limitation, those Released Claims in any way arising out of, connected with or related to any and all prior
credit accommodations, if any, provided by Bank, or any of Bank’s predecessors in interest, to Borrower or
any guarantor hereunder, and any agreements, notes or documents of any kind related thereto or the transactions contemplated
thereby or hereby, or any other agreement or document referred to herein or therein.


 


(b)          Borrower
and each guarantor hereunder hereby acknowledge, represent and warrant to Bank that they agree to assume the risk of any and all
unknown, unanticipated or misunderstood defenses and Released Claims which are released by the provisions of this General Release
in favor of Bank, and Borrower and each such guarantor hereby waive and release all rights and benefits which they might otherwise
have under any state or local laws or statutes with regard to the release of such unknown, unanticipated or misunderstood defenses
and Released Claims.


 


(c)          Each
person signing below on behalf of Borrower or any guarantor hereunder acknowledges that he or she has read each of the provisions
of this General Release. Each such person fully understands that this General Release has important legal consequences, and each
such person realizes that they are releasing any and all Released Claims that Borrower or any such guarantor may have as of the
Release Date. Borrower and each guarantor hereunder hereby acknowledge that each of them has had an opportunity to obtain a lawyer’s
advice concerning the legal consequences of each of the provisions of this General Release.


 


(d)          Borrower
and each guarantor hereunder hereby specifically acknowledge and agree that: (i) none of the provisions of this General Release
shall be construed as or constitute an admission of any liability on the part of Bank; (ii) the provisions of this General Release
shall constitute an absolute bar to any Released Claim of any kind, whether any such Released Claim is based on contract, tort,
warranty, mistake or any other theory, whether legal, statutory or equitable; and (iii) any attempt to assert a Released Claim
barred by the provisions of this General Release shall subject Borrower and each guarantor hereunder to the provisions of applicable
law setting forth the remedies for the bringing of groundless, frivolous or baseless claims or causes of action.


 


7.           Borrower
acknowledges receipt of a copy of this Amendment signed by the parties hereto.


 


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IMPORTANT: READ BEFORE SIGNING. THE
TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES
NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN
AGREEMENT. THIS NOTICE ALSO APPLIES TO ANY OTHER CREDIT AGREEMENTS NOW IN EFFECT BETWEEN YOU AND THIS LENDER.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first written above.


 


	AMERICAN CARESOURCE HOLDINGS, INC.	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	By:	/s/ Anthony Levinson	 	By:	/s/ Rebecca Gibson
	 	Anthony Levinson, Treasurer and

Chief Financial Officer	 	 	Rebecca Gibson, Vice President
	 	 	 
	(SEAL)	 	 


 




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GUARANTORS’ CONSENT, REAFFIRMATION
AND GENERAL RELEASE


 


Each of the undersigned
guarantors of all indebtedness of AMERICAN CARESOURCE HOLDINGS, INC. to WELLS FARGO BANK, NATIONAL ASSOCIATION hereby: (i) consents
to the foregoing Amendment; (ii) reaffirms its obligations under its respective Continuing Guaranty; (iii) reaffirms its waivers
of each and every one of the defenses to such obligations as set forth in its respective Continuing Guaranty; (iv) reaffirms that
its obligations under its respective Continuing Guaranty are separate and distinct from the obligations of any other party under
said Credit Agreement, as amended, and the other Loan Documents described therein; and (v) agrees to join in and be bound by all
of the terms and provisions of the General Release contained in Section 6 herein.


 


	GUARANTORS:	 	 
	 	 	 
	/s/ John Pappajohn	 	/s/ Deidre M. Turner
	John Pappajohn	 	Deidre M. Turner
	 	 	 
	/s/ Edward L. Scanlon	 	/s/ Peter J. Unanue
	Edward L. Scanlon	 	Peter J. Unanue
	 	 	 
	/s/ Matthew P. Kinley	 	/s/ Matthew D. Thompson
	Matthew P. Kinley	 	Matthew D. Thompson
	 	 	 
	/s/ Mark C. Oman	 	 
	Mark C. Oman	 	 


 




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