SECOND AMENDED AND RESTATED REVOLVING CRE

Revolving Credit Agreement

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AMSURG CORP

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Title: SECOND AMENDED AND RESTATED REVOLVING CRE
Governing Law: Tennessee Date: 4/27/2005
Industry: Healthcare Facilities Sector: Healthcare

SECOND AMENDED AND RESTATED REVOLVING CRE, Parties: amsurg corp

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EXHIBIT 99.1

SECOND AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

DATED AS OF APRIL 22, 2005

AMONG

AMSURG CORP.

AS BORROWER

AND

SUNTRUST BANK

AS ADMINISTRATIVE AGENT AND LENDER

AND

THE OTHER LENDERS FROM

TIME TO TIME MADE A PARTY HERETO

--------------------------------------------------------------------------------

SUNTRUST ROBINSON HUMPHREY

A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.

AS LEAD ARRANGER AND BOOK MANAGER

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TABLE OF CONTENTS

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ARTICLE I DEFINITIONS; CONSTRUCTION........................................................................1

Section 1.1 Definitions.............................................................................1

Section 1.2 Accounting Terms and Determination.....................................................15

Section 1.3 Terms Generally........................................................................15

ARTICLE II AMOUNT AND TERMS OF THE COMMITMENTS.............................................................15

Section 2.1 General Description of Facility........................................................15

Section 2.2 Revolving Loans........................................................................16

Section 2.3 Procedure for Borrowings...............................................................16

Section 2.4 Funding of Borrowings..................................................................16

Section 2.5 Interest Elections.....................................................................17

Section 2.6 Optional and Mandatory Reductions and Termination of Commitments.......................18

Section 2.7 Repayment of Loans.....................................................................18

Section 2.8 Evidence of Indebtedness...............................................................18

Section 2.9 Prepayments............................................................................19

Section 2.10 Interest on Loans......................................................................19

Section 2.11 Fees...................................................................................20

Section 2.12 Computation of Interest and Fees.......................................................21

Section 2.13 Inability to Determine Interest Rates..................................................21

Section 2.14 Illegality.............................................................................21

Section 2.15 Increased Costs........................................................................22

Section 2.16 Funding Indemnity......................................................................22

Section 2.17 Taxes..................................................................................23

Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs............................24

Section 2.19 Mitigation of Obligations; Replacement of Lenders......................................25

Section 2.20 Letters of Credit......................................................................25

Section 2.21 Increase of Revolving Commitments; Additional Lenders..................................29

ARTICLE III CONDITIONS PRECEDENT TO LOANS...................................................................30

Section 3.1 Conditions To Effectiveness............................................................30

Section 3.2 Each Credit Event......................................................................31

Section 3.3 Delivery of Documents..................................................................32

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ARTICLE IV REPRESENTATIONS AND WARRANTIES..................................................................32

Section 4.1 Existence; Power.......................................................................32

Section 4.2 Organizational Power; Authorization....................................................32

Section 4.3 Governmental Approvals; No Conflicts...................................................32

Section 4.4 Financial Statements...................................................................33

Section 4.5 Litigation and Environmental Matters...................................................33

Section 4.6 Compliance with Laws and Agreements....................................................33

Section 4.7 Investment Company Act, Etc............................................................33

Section 4.8 Taxes..................................................................................33

Section 4.9 Margin Regulations.....................................................................33

Section 4.10 ERISA..................................................................................34

Section 4.11 Ownership of Property..................................................................34

Section 4.12 Disclosure.............................................................................34

Section 4.13 Labor Relations........................................................................34

Section 4.14 Subsidiaries...........................................................................34

Section 4.15 Personal Holding Company; Subchapter S.................................................34

Section 4.16 Solvency...............................................................................34

Section 4.17 Capital................................................................................35

ARTICLE V AFFIRMATIVE COVENANTS...........................................................................35

Section 5.1 Financial Statements and Other Information.............................................35

Section 5.2 Notices of Material Events.............................................................36

Section 5.3 Existence; Conduct of Business.........................................................37

Section 5.4 Compliance with Laws, Etc..............................................................37

Section 5.5 Payment of Obligations.................................................................37

Section 5.6 Books and Records......................................................................37

Section 5.7 Visitation, Inspection, Etc............................................................37

Section 5.8 Maintenance of Properties; Insurance...................................................37

Section 5.9 Use of Proceeds........................................................................37

Section 5.10 Additional Subsidiaries................................................................38

Section 5.11 Intercompany Loans and Third Party Notes...............................................38

ARTICLE VI FINANCIAL COVENANTS.............................................................................39

Section 6.1 Leverage Ratio.........................................................................39

Section 6.2 Consolidated Total Funded Debt to Capitalization Ratio.................................39

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Section 6.3 Fixed Charge Coverage Ratio............................................................39

Section 6.4 Consolidated Net Worth.................................................................39

ARTICLE VII NEGATIVE COVENANTS..............................................................................39

Section 7.1 Indebtedness...........................................................................39

Section 7.2 Negative Pledge........................................................................40

Section 7.3 Fundamental Changes....................................................................40

Section 7.4 Investments, Loans, Etc................................................................41

Section 7.5 Restricted Payments....................................................................41

Section 7.6 Sale of Assets.........................................................................41

Section 7.7 Transactions with Affiliates...........................................................42

Section 7.8 Restrictive Agreements.................................................................42

Section 7.9 Sale and Leaseback Transactions........................................................42

Section 7.10 Hedging Agreements.....................................................................42

Section 7.11 Amendment to Material Documents........................................................43

Section 7.12 Accounting Changes.....................................................................43

Section 7.13 Acquisitions...........................................................................43

Section 7.14 Subsidiaries...........................................................................44

ARTICLE VIII EVENTS OF DEFAULT...............................................................................44

Section 8.1 Events of Default......................................................................44

ARTICLE IX THE ADMINISTRATIVE AGENT........................................................................46

Section 9.1 Appointment of Administrative Agent....................................................46

Section 9.2 Nature of Duties of Administrative Agent...............................................46

Section 9.3 Lack of Reliance on the Administrative Agent...........................................47

Section 9.4 Certain Rights of the Administrative Agent.............................................47

Section 9.5 Reliance by Administrative Agent.......................................................47

Section 9.6 The Administrative Agent in its Individual Capacity....................................47

Section 9.7 Successor Administrative Agent.........................................................48

ARTICLE X MISCELLANEOUS...................................................................................48

Section 10.1 Notices................................................................................48

Section 10.2 Waiver; Amendments.....................................................................50

Section 10.3 Expenses; Indemnification..............................................................50

Section 10.4 Successors and Assigns.................................................................52

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Section 10.5 Governing Law; Jurisdiction; Consent to Service of Process.............................53

Section 10.6 WAIVER OF JURY TRIAL...................................................................54

Section 10.7 Right of Setoff........................................................................54

Section 10.8 Counterparts; Integration..............................................................54

Section 10.9 Survival...............................................................................55

Section 10.10 Severability...........................................................................55

Section 10.11 Confidentiality........................................................................55

Section 10.12 Interest Rate Limitation...............................................................55

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EXHIBITS AND SCHEDULES

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EXHIBITS

Exhibit A - Revolving Credit Note

Exhibit B - Assignment and Acceptance

Exhibit C - Subsidiary Guarantee Agreement

Exhibit D - Indemnity, Subrogation and Contribution Agreement

Exhibit E - Acquisition Approval Letter

Exhibit F - Acquisition Informational Package

Exhibit G - Acquisition Pro Forma

Exhibit H - 2005 Master Amendment to Security Documents

SCHEDULES

Schedule 1.1 Revolving Commitments

Schedule 2.3 - Notice of Borrowing

Schedule 2.5 - Form of Continuation/Conversion

Schedule 3.1(b)(v) - Form of Secretary's Certificate

Schedule 3.1(b)(vii) - Opinion Letter

Schedule 4.5 - Litigation and Environmental Matters

Schedule 4.14 - Subsidiaries

Schedule 5.1(c) - Compliance Certificate

Schedule 7.1 - Outstanding Indebtedness

Schedule 7.2 - Existing Liens

Schedule 7.4 - Existing Investments

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SECOND AMENDED AND RESTATED

REVOLVING CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this

"Agreement") is made and entered into as of April 22, 2005, 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").

1. Borrower and certain lenders entered into an Amended and Restated

Credit Agreement dated as of May 5, 2000, as amended by that certain First

Amendment to Amended and Restated Revolving Credit Agreement dated June 22,

2001, as further amended by that certain Second Amendment to Amended and

Restated Revolving Credit Agreement dated February 5, 2003, as further amended

by that certain Third Amendment to Amended and Restated Revolving Credit

Agreement dated March 4, 2003, and as further amended by that certain Fourth

Amendment to Amended and Restated Revolving Credit Agreement dated March 10,

2004 (as amended, herein referred to as the "2000 Credit Agreement").

2. The Borrower desires that the credit available to Borrower under the

2000 Credit Agreement be increased and that other lenders be involved in making

credit available to the Borrower.

3. The Borrower further desires to amend and restate the 2000 Credit

Agreement as provided herein, and desires that the Lenders, defined herein,

establish a $150,000,000 revolving credit facility available to Borrower.

4. Subject to the terms and conditions of this Agreement, the Lenders

severally, to the extent of their respective Commitments, are willing to

establish the requested revolving credit facility.

NOW, THEREFORE, in consideration of the premises and the mutual

covenants herein contained, the Loan Agreement is amended and restated as set

forth herein and the Borrower, the Lenders and the Administrative Agent agree as

follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

SECTION 1.1 Definitions. In addition to the other terms defined herein,

the following terms used herein shall have the meanings herein specified (to be

equally applicable to both the singular and plural forms of the terms defined):

"2000 ASSIGNMENT AND SECURITY AGREEMENTS" shall mean those certain

Assignment and Security Agreements dated May 5, 2000 whereby Borrower (a)

assigned to Administrative Agent any and all documents executed in connection

with all Intercompany Loans and Third Party Notes existing as of May 5, 2000

(except as specifically excluded under the terms of the 2000 Credit Agreement),

including without limitation any notes, loan agreements, security agreements,

guaranties, and financing statements, and (b) pledged to Administrative Agent

any and all collateral pledged in connection therewith, as amended by the 2005

Master Amendment to Security Documents, and as such may be further amended

and/or restated from time.

"2000 CREDIT AGREEMENT" shall have such meaning as set forth in the

recitals.

"2000 PLEDGE AGREEMENT" shall mean that certain Pledge and Security

Agreement dated May 5, 2000 whereby the Borrower and each of its Wholly Owned

Subsidiaries existing as of such date pledged and granted to the Administrative

Agent a first perfected security interest in the interest of Borrower or each

such Wholly

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Owned Subsidiary in the Subsidiaries described therein and all partnership

interests, limited liability company interests, distributions, payments, general

intangibles, accounts, and other tangible and intangible property arising out of

or in connection with each such Subsidiary, subject to certain limitations

contained in the 2000 Credit Agreement, as amended by that certain 2005 Master

Amendment to Security Documents, and as such may be further amended and/or

restated in the future.

"2000 STOCK PLEDGE AGREEMENT" shall mean that certain Stock Pledge

Agreement dated May 5, 2000 whereby Borrower pledged to Administrative Agent all

of the stock it held as of such date in the Subsidiaries described therein, as

amended by the 2005 Master Amendment to the Security Documents, and as such may

be further amended and/or restated from time to time.

"2005 MASTER AMENDMENT TO SECURITY DOCUMENTS" shall mean that certain

Master Amendment to Security Documents, in the form of Exhibit H attached

hereto, executed by Borrower and Administrative Agent, on behalf of the Lenders,

of even date herewith, whereby the description of the secured indebtedness set

forth in the Security Documents executed as of the Closing Date is amended to

describe this Agreement and the other Loan Documents.

"ACQUISITION" shall mean the acquisition by Borrower of a controlling

ownership interest in any existing ambulatory surgery center(s) through the

formation of a Subsidiary.

"ACQUISITION APPROVAL LETTER" shall mean a letter executed by Borrower,

Administrative Agent and the Required Lenders pursuant to Section 7.13(c) in the

form of Exhibit E.

"ACQUISITION INFORMATION PACKAGE" shall mean information delivered by

Borrower to Administrative Agent and Lenders pursuant to Section 7.13 in the

form of Exhibit F.

"ACQUISITION PRO FORMA" shall mean a pro forma statement in the form of

and containing the information shown on Exhibit G hereto.

"ADJUSTED EBITDA" shall mean EBITDA calculated on an annualized

trailing six (6) month basis and it shall include the pro forma EBITDA of any

Acquisition annualized from the date of acquisition for a period not to exceed

six (6) months so long as the calculation thereof is done in a manner reasonably

calculated to comply with GAAP and such calculation is detailed in the

supporting calculations to the covenant compliance certificate as detailed and

measured to the Administrative Agent's reasonable satisfaction.

"ADJUSTED LIBOR RATE" shall mean, with respect to each Interest Period

for a Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR

for such Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar

Reserve Percentage.

"ADMINISTRATIVE AGENT" or "AGENT" shall have the meaning assigned to

such term in the opening paragraph hereof and any successor appointed pursuant

to the provisions of Section 9.7 herein.

"ADMINISTRATIVE QUESTIONNAIRE" shall mean, with respect to each Lender,

an administrative questionnaire in the form prepared by the Administrative Agent

and submitted to the Administrative Agent duly completed by such Lender.

"AFFILIATE" shall mean, as to any Person, any other Person that

directly, or indirectly through one or more intermediaries, Controls, is

Controlled by, or is under common Control with, such Person.

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"AGGREGATE REVOLVING COMMITMENTS" shall mean the sum of the Revolving

Commitments of all Lenders at any time outstanding. On the Closing Date, the

Aggregate Revolving Commitments equal $150,000,000.

"AGREEMENT" shall mean this Second Amended and Restated Credit

Agreement (including all exhibits hereto), as the same may be amended, modified,

or supplemented from time to time.

"APPLICABLE LENDING OFFICE" shall mean, for each Lender and for each

Type of Loan, the "Lending Office" of such Lender (or an Affiliate of such

Lender) designated for such Type of Loan in the Administrative Questionnaire

submitted by such Lender or such other office of such Lender (or an Affiliate of

such Lender) as such Lender may from time to time specify to the Administrative

Agent and the Borrower as the office by which its Loans of such Type are to be

made and maintained.

"APPLICABLE MARGIN" shall mean with respect to the Letter of Credit

Fee, the Commitment Fee and all Revolving Loans outstanding on any date, the

number of basis points per annum determined by reference to the applicable

Leverage Ratio in effect on such date in accordance with the table set forth

below, provided, that a change in the Applicable Margin resulting from a change

in the Leverage Ratio shall be effective on the second Business Day after which

the Borrower is required to deliver the financial statements required by Section

5.1(a) or (b) and the compliance certificate required by Section 5.1 (c);

provided further, that if at any time the Borrower shall have failed to deliver

such financial statements and such certificate, the Applicable Margin shall be

at the highest level until such time as such financial statements and

certificate are delivered, at which time the Applicable Margin shall be

determined as provided above.

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Level 1 Level 2 Level 3 Level 4 Level 5

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Leverage Ratio Less than Greater than Greater than Greater than Greater than

0.75x or equal to or equal to or equal to or equal to

0.75x and Less 1.25x and Less 1.75x and Less 2.25x

than 1.25x than 1.75x than 2.25x

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Applicable Margin 75 100 125 150 175

for Eurodollar

Loans and Letter basis basis points basis points basis points basis points

of Credit Fee points

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Applicable Margin 0 0 25 50 75

for Base Rate

Loans basis basis points basis points basis points basis points

points

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Commitment Fee 25 25 37.5 37.5 37.5

basis basis points basis points basis points basis points

points

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"ARRANGER" shall mean SunTrust Robinson Humphrey, a division of

SunTrust Capital Markets, Inc.

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"ASSIGNMENT AND ACCEPTANCE" shall mean an assignment and acceptance

entered into by a Lender and an assignee (with the consent of any party whose

consent is required by Section 10.4(b)) and accepted by the Administrative

Agent, in the form of Exhibit B attached hereto or any other form approved by

the Administrative Agent.

"AVAILABILITY PERIOD" shall mean the period from the Closing Date to

the Maturity Date.

"BASE RATE" shall mean the higher of (i) the per annum rate which the

Administrative Agent publicly announces from time to time to be its prime

lending rate, as in effect from time to time, and (ii) the Federal Funds Rate,

as in effect from time to time; plus one-half of one percent (0.50%). The

Administrative Agent's prime lending rate is a reference rate and does not

necessarily represent the lowest or best rate charged to customers. The

Administrative Agent may make commercial loans or other loans at rates of

interest at, above or below the Administrative Agent's prime lending rate. Each

change in the Administrative Agent's prime lending rate shall be effective from

and including the date such change is publicly announced as being effective.

"BASE RATE BORROWING" shall mean a Borrowing with interest accruing on

said Borrowing at the Base Rate, as elected by Borrower.

"BASE RATE LOAN" shall mean a Loan with interest accruing on said Loan

at the Base Rate, as elected by Borrower.

"BORROWER" shall have the meaning in the introductory paragraph hereof.

"BORROWING" shall mean a borrowing made pursuant to the Revolving Loan.

"BUSINESS DAY" shall mean (i) any day other than a Saturday, Sunday or

other day on which commercial banks in Atlanta, Georgia are authorized or

required by law to close and (ii) if such day relates to a Borrowing of, a

payment or prepayment of principal or interest on, a conversion of or into, or

an Interest Period for, a Eurodollar Loan or a notice with respect to any of the

foregoing, any day on which dealings in Dollars are carried on in the London

interbank market.

"CAPITAL EXPENDITURES" shall mean for any period, without duplication,

(a) the additions to property, plant and equipment and other capital

expenditures of the Borrower and its Subsidiaries that are (or would be) set

forth as capital expenditures on a consolidated statement of cash flows of the

Borrower for such period prepared in accordance with GAAP and (b) Capital Lease

Obligations incurred by the Borrower and its Subsidiaries during such period.

"CAPITAL LEASE OBLIGATIONS" of any Person shall mean all obligations of

such Person to pay rent or other amounts under any lease (or other arrangement

conveying the right to use) real or personal property, or a combination thereof,

which obligations are required to be classified and accounted for as capital

leases on a balance sheet of such Person under GAAP, and the amount of such

obligations shall be the capitalized amount thereof determined in accordance

with GAAP.

"CAPITALIZATION" means Borrower's total consolidated Indebtedness plus

an amount equal to Borrower's Consolidated Net Worth.

"CHANGE IN CONTROL" means the occurrence of (i) any Person or two or

more Persons acting in concert acquiring beneficial ownership (within the

meaning of Rule 13d-3 of the Securities and Exchange Commission under the

Securities Exchange Act of 1934, as amended), directly or indirectly, of

securities of Borrower (or other securities convertible into such securities)

representing 40% or more of the combined voting power of all

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securities of Borrower entitled to vote in the election of directors; or (ii)

individuals who at the beginning of this Agreement were directors of Borrower

ceasing for any reason to constitute a majority of the Board of Directors of

Borrower unless the Persons replacing such individuals were nominated by the

Board of Directors of Borrower; or (iii) any Person or two or more Persons

acting in concert acquiring by contract or otherwise, or entering into a

contract or arrangement which upon consummation will result in its or their

acquisition of, or control over, securities of Borrower (or other securities

convertible into such securities) representing 40% or more of the combined

voting power of all securities of Borrower entitled to vote in the election of

directors.

"CHANGE IN LAW" shall mean (i) the adoption of any applicable law, rule

or regulation after the date of this Agreement, (ii) any change in any

applicable law, rule or regulation, or any change in the interpretation or

application thereof, by any Governmental Authority after the date of this

Agreement, or (iii) compliance by any Lender (or its Applicable Lending Office)

(or for purposes of Section 2.15(b), by such Lender's holding company, if

applicable) with any request, guideline or directive (whether or not having the

force of law) of any Governmental Authority made or issued after the date of

this Agreement.

"CLOSING DATE" shall mean the date on which the conditions precedent

set forth in Section 3.1 have been satisfied or waived in accordance with

Section 10.2.

"CODE" shall mean the Internal Revenue Code of 1986, as amended and in

effect from time to time.

"COMMITMENT FEE" shall have the same meaning set forth in Section

2.11(b).

"CONSOLIDATED INTEREST EXPENSE" shall mean, for the Borrower and its

Subsidiaries for any period determined on a consolidated basis in accordance

with GAAP, the sum of (i) total cash interest expense, including without

limitation the interest component of any payments in respect of Capital Lease

Obligations capitalized or expensed during such period (whether or not actually

paid during such period) plus (ii) the net amount payable (or minus the net

amount receivable) under Hedging Agreements during such period (whether or not

actually paid or received during such period).

"CONSOLIDATED LEASE EXPENSE" shall mean, for any period, the aggregate

amount of fixed and contingent rentals payable by the Borrower and its

Subsidiaries with respect to leases of real and personal property (excluding

Capital Lease Obligations) determined on a consolidated basis in accordance with

GAAP for such period.

"CONSOLIDATED NET INCOME" shall mean, for any period, the net income

(or loss) of the Borrower and its Subsidiaries for such period determined on a

consolidated basis in accordance with GAAP, but excluding therefrom (to the

extent otherwise included therein) any gains attributable to write-ups of

assets.

"CONSOLIDATED NET WORTH" shall mean, as of any date, (a) the total

assets of the Borrower and its Subsidiaries that would be reflected as such on

the Borrower's consolidated balance sheet as of such date prepared in accordance

with GAAP, minus (b) the sum of (i) the total liabilities of the Borrower and

its Subsidiaries that would be reflected on the Borrower's consolidated balance

sheet as of such date prepared in accordance with GAAP, (ii) Minority Interest,

and (iii) the amount of any write-up in the book value of any assets resulting

from a revaluation thereof or any write-up in excess of the cost of such assets

acquired reflected on the consolidated balance sheet of the Borrower as of such

date prepared in accordance with GAAP.

"CONSOLIDATED TOTAL FUNDED DEBT" shall mean, with respect to the

Borrower and its Subsidiaries, all Indebtedness which by its terms or by the

terms of any instrument or agreement relating thereto matures, or which is

otherwise payable or unpaid, one year or more from, or is directly or indirectly

renewable or extendable at the option of the Borrower and/or its Subsidiaries,

as applicable, to a date one year or more (including an option of the Borrower

and/or its Subsidiaries, as applicable, under a revolving credit or similar

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agreement obligating the lender or lenders to extend credit over a period of one

year or more) from, the date of the creation thereof, provided that Consolidated

Total Funded Debt shall include, as at any date of determination, any portion of

such Indebtedness outstanding on such date which matures on demand or within one

year from such date (whether by sinking fund, other required prepayment, or

final payment at maturity) and shall also include all Indebtedness of the

Borrower for money under a line of credit, guidance line, revolving credit,

bankers acceptance facility or similar arrangement for borrowed money,

including, without limitation, all unpaid drawings under letters of credit and

unreimbursed amounts pursuant to letter of credit reimbursement agreements,

regardless of the maturity date thereof.

"CONTROL" shall mean the power, directly or indirectly, either to (i)

vote 10% or more of securities having ordinary voting power for the election of

directors (or persons performing similar functions) of a Person or (ii) direct

or cause the direction of the management and policies of a Person, whether

through the ability to exercise voting power, by contract or otherwise. The

terms "Controlling", "Controlled by", and "under common Control with" have

meanings correlative thereto.

"DEFAULT" shall mean any condition or event that, with the giving of

notice or the lapse of time or both, would constitute an Event of Default.

"DEFAULT INTEREST" shall have the meaning set forth in Section 2.10(b).

"DEVELOPED CENTER INFORMATION PACKAGE" shall mean such information

delivered pursuant to Section 5.1(f) hereof setting forth information on

Borrower's developed surgery centers all in a format reasonably acceptable to

the Administrative Agent.

"DOLLAR(S)" and the sign "$" shall mean lawful money of the United

States of America.

"EBITDA" shall mean, for the Borrower and its Subsidiaries on a

consolidated basis for any period, an amount equal to the sum of Consolidated

Net Income for such period plus, without duplication, and to the extent deducted

in computing Consolidated Net Income for such period, the sum of (a) income

taxes, (b) Consolidated Interest Expense, and (c) depreciation and amortization

expense, determined in accordance with GAAP; provided, however, with respect to

any Person that became a Subsidiary of, or was merged with or consolidated into,

the Borrower or any Wholly Owned Subsidiary during such period, "EBITDA" shall

also include the EBITDA of such Person during such period and prior to the date

of such acquisition, merger or consolidation.

"ENVIRONMENTAL LAWS" shall mean all laws, rules, regulations, codes,

ordinances, orders, decrees, judgments, injunctions, notices or binding

agreements issued, promulgated or entered into by or with any Governmental

Authority, relating in any way to the environment, preservation or reclamation

of natural resources, or the management, Release or threatened Release of any

Hazardous Material.

"ENVIRONMENTAL LIABILITY" shall mean any liability, contingent or

otherwise (including any liability for damages, costs of environmental

investigation and remediation, costs of administrative oversight, fines, natural

resource damages, penalties or indemnities), of the Borrower or any Subsidiary

directly or indirectly resulting from or based upon (a) any actual or alleged

violation of any Environmental Law, (b) the generation, use, handling,

transportation, storage, treatment or disposal of any Hazardous Materials, (c)

any actual or alleged exposure to any Hazardous Materials, (d) the Release or

threatened Release of any Hazardous Materials or (e) any contract, agreement or

other consensual arrangement pursuant to which liability is assumed or imposed

with respect to any of the foregoing.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974,

as amended from time to time, and any successor statute.

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"ERISA AFFILIATE" shall mean any trade or business (whether or not

incorporated), which, together with the Borrower, is treated as a single

employer under Section 414(b) or (c) of the Code or, solely for the purposes of

Section 302 of ERISA and Section 412 of the Code, is treated as a single

employer under Section 414 of the Code.

"ERISA EVENT" shall mean (a) any "reportable event", as defined in

Section 4043 of ERISA or the regulations issued thereunder with respect to a

Plan (other than an event for which the 30-day notice period is waived); (b) the

existence with respect to any Plan of an "accumulated funding deficiency" (as

defined in Section 412 of the Code or Section 302 of ERISA), whether or not

waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)

of ERISA of an application for a waiver of the minimum funding standard with

respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA

Affiliates of any liability under Title IV of ERISA with respect to the

termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate

from the PBGC or a plan administrator appointed by the PBGC of any notice

relating to an intention to terminate any Plan or Plans or to appoint a trustee

to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA

Affiliates of any liability with respect to the withdrawal or partial withdrawal

from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any

ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the

Borrower or any ERISA Affiliate of any notice, concerning the imposition of

Withdrawal Liability or a determination that a Multiemployer Plan is, or is

expected to be, insolvent or in reorganization, within the meaning of Title IV

of ERISA.

"EURODOLLAR" when used in reference to any Loan or Borrowing, refers to

whether such Loan, or the Loans comprising such Borrowing, bears interest at a

rate determined by reference to the Adjusted LIBO Rate.

"EURODOLLAR BORROWING" shall mean a Borrowing with interest accruing on

said Borrowing at the Adjusted LIBO Rate, as elected by Borrower.

"EURODOLLAR LOAN" shall mean a Loan with interest accruing on said Loan

at the Adjusted LIBO Rate, as elected by Borrower.

"EURODOLLAR RESERVE PERCENTAGE" shall mean the aggregate of the maximum

reserve percentages (including, without limitation, any emergency, supplemental,

special or other marginal reserves) expressed as a decimal (rounded upwards to

the next 1/100th of 1%) in effect on any day to which the Administrative Agent

is subject with respect to the Adjusted LIBO Rate pursuant to regulations issued

by the Board of Governors of the Federal Reserve System (or any Governmental

Authority succeeding to any of its principal functions) with respect to

eurocurrency funding (currently referred to as "eurocurrency liabilities" under

Regulation D). Eurodollar Loans shall be deemed to constitute eurocurrency

funding and to be subject to such reserve requirements without benefit of or

credit for proration, exemptions or offsets that may be available from time to

time to any Lender under Regulation D. The Eurodollar Reserve Percentage shall

be adjusted automatically on and as of the effective date of any change in any

reserve percentage.

"EVENT OF DEFAULT" shall have the meaning provided in Article VIII.

"EXCLUDED TAXES" shall mean with respect to the Administrative Agent,

any Lender, or any other recipient of any payment to be made by or on account of

any obligation of the Borrower hereunder, (a) income, franchise, or other taxes

imposed on (or measured by) its net income by the United States of America or

any other Governmental Authority, or by the jurisdiction under the laws of which

such recipient is organized or in which its principal office is located or, in

the case of any Lender, in which its applicable lending office is located, and

(b) any branch profits taxes imposed by the United States of America or any

similar tax imposed by any other jurisdiction in which the Borrower is located.

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"FEDERAL FUNDS RATE" shall mean, for any day, the rate per annum

(rounded upwards, if necessary, to the next 1/100th of 1%) equal to the weighted

average of the rates on overnight Federal funds transactions with member banks

of the Federal Reserve System arranged by Federal funds brokers, as published by

the Federal Reserve Bank of New York on the next succeeding Business Day or if

such rate is not so published for any Business Day, the Federal Funds Rate for

such day shall be the average rounded upwards, if necessary, to the next 1/100th

of 1% of the quotations for such day on such transactions received by the

Administrative Agent from three (3) Federal funds brokers of recognized standing

selected by the Administrative Agent.

"GAAP" shall mean generally accepted accounting principles in the

United States applied on a consistent basis and subject to the terms of Section

1.2.

"GOVERNMENTAL AUTHORITY" shall mean the government of the United States

of America, any other nation or any political subdivision thereof, whether state

or local, and any agency, authority, instrumentality, regulatory body, court,

central bank or other entity exercising executive, legislative, judicial,

taxing, regulatory or administrative powers or functions of or pertaining to

government.

"GUARANTEE" of or by any Person (the "guarantor") shall mean any

obligation, contingent or otherwise, of the guarantor guaranteeing or having the

economic effect of guaranteeing any Indebtedness or other obligation of any

other Person (the "primary obligor") in any manner, whether directly or

indirectly and including any obligation, direct or indirect, of the guarantor

(a) to purchase or pay (or advance or supply funds for the purchase or payment

of) such Indebtedness or other obligation or to purchase (or to advance or

supply funds for the purchase of) any security for the payment thereof, (b) to

purchase or lease property, securities or services for the purpose of assuring

the owner of such Indebtedness or other obligation of the payment thereof, (c)

to maintain working capital, equity capital or any other financial statement

condition or liquidity of the primary obligor so as to enable the primary

obligor to pay such Indebtedness or other obligation or (d) as an account party

in respect of any letter of credit or letter of guaranty issued in support of

such Indebtedness or obligation; provided, that the term "Guarantee" shall not

include endorsements for collection or deposits in the ordinary course of

business. The amount of any Guarantee shall be deemed to be an amount equal to

the stated or determinable amount of the primary obligation in respect of which

Guarantee is made or, if not so stated or determinable, the maximum reasonably

anticipated liability in respect thereof (assuming such Person is required to

perform thereunder) as determined by such Person in good faith. The term

"Guarantee" used as a verb has a corresponding meaning.

"HAZARDOUS MATERIALS" means all explosive or radioactive substances or

wastes and all hazardous or toxic substances, wastes or other pollutants,

including petroleum or petroleum distillates, asbestos or asbestos containing

materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and all other substances or wastes of any nature regulated pursuant to any

Environmental Law.

"HEDGING AGREEMENTS" shall mean interest rate swap, cap or collar

agreements, interest rate future or option contracts, currency swap agreements,

currency future or option contracts, commodity agreements and other similar

agreements or arrangements designed to protect against fluctuations in interest

rates, currency values or commodity values.

"INDEBTEDNESS" of any Person shall mean, without duplication (i) all

obligations of such Person for borrowed money, (ii) all obligations of such

Person evidenced by bonds, debentures, notes or other similar instruments, (iii)

all obligations of such Person in respect of the deferred purchase price of

property or services (other than trade payables incurred in the ordinary course

of business; provided, that for purposes of Section 8.1(f), trade payables

overdue by more than 120 days shall be included in this definition (except to

the extent that any of such trade payables are being disputed in good faith and

by appropriate measures), (iv) all obligations of such Person under any

conditional sale or other title retention agreement(s) relating to property

acquired by such Person, (v) all Capital Lease Obligations of such Person, (vi)

all obligations, contingent or

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otherwise, of such Person in respect of letters of credit, acceptances or

similar extensions of credit, (vii) all Guarantees of such Person of the type of

Indebtedness described in clauses (i) through (vi) above, excluding Guarantees

of shareholders' equity or capital stock or surplus or general contingency or

deferred tax reserves, (viii) all Indebtedness of a third party secured by any

Lien on property owned by such Person, whether or not such Indebtedness has been

assumed by such Person, (ix) all obligations of such Person, contingent or

otherwise, to purchase, redeem, retire or otherwise acquire for value any common

stock of such Person, (x) any obligation under a Hedging Agreement or foreign

exchange agreement, (xi) Off-Balance Sheet Liabilities, and (xii) any obligation

under asset securitization vehicles; and (xiii) any other obligation or

liability which is required by GAAP to be shown as a liability on a consolidated

balance sheet of the Borrower and its Subsidiaries (other than reserves required

by GAAP).

"INDEMNIFIED TAXES" shall mean Taxes relating to the indebtedness

evidenced hereby, all Loans made hereunder, and all payments to be made by

Borrower hereunder, other than Excluded Taxes.

"INDEMNITY AND CONTRIBUTION AGREEMENT" shall mean that certain Amended

and Restated Indemnity, Subrogation and Contribution Agreement of even date

herewith, substantially in the form of Exhibit D, among the Borrower, the Wholly

Owned Subsidiaries and the Administrative Agent.

"INFORMATION MEMORANDUM" shall mean the Confidential Information

Memorandum dated April, 2005 relating to the Borrower, its Subsidiaries, and the

transactions contemplated by this Agreement and the other Loan Documents.

"INTERCOMPANY LOAN" shall mean any loan from the Borrower or any Wholly

Owned Subsidiary to any Subsidiary.

"INTEREST PERIOD" shall mean, with respect to any Eurodollar Borrowing,

a period of one, two, three or six months; provided that:

(i) the initial Interest Period for such Borrowing shall

commence on the date of such Borrowing (including the date of any

conversion from a Borrowing of another Type) and each Interest Period

occurring thereafter in respect of such Borrowing shall commence on the

day on which the next preceding Interest Period expires;

(ii) if any Interest Period would otherwise end on a day other

than a Business Day, such Interest Period shall be extended to the next

succeeding Business Day, unless, in the case of a Eurodollar Borrowing,

such Business Day falls in another calendar month, in which case such

Interest Period would end on the next preceding Business Day;

(iii) any Interest Period in respect of a Eurodollar Borrowing

which begins on the last Business Day of a calendar month or on a day

for which there is no numerically corresponding day in the calendar

month at the end of such Interest Period shall end on the last Business

Day of such calendar month; and

(iv) no Interest Period may extend beyond the Maturity Date.

"ISSUING BANK" shall mean SunTrust Bank or any other Lender, each in

its capacity as an issuer of Letters of Credit pursuant to Section 2.20.

"LC COMMITMENT" shall mean that portion of the Aggregate Revolving

Commitments that may be used by the Borrower for the issuance of Letters of

Credit, which portion is in an aggregate face amount equal to $10,000,000.

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"LC DISBURSEMENT" shall mean a payment made by the Issuing Bank

pursuant to a Letter of Credit.

"LC DOCUMENTS" shall mean the Letters of Credit and all applications,

agreements and instruments relating to the Letters of Credit.

"LC EXPOSURE" shall mean, at any time, the sum of (i) the aggregate

undrawn amount of all outstanding Letters of Credit at such time, plus (ii) the

aggregate amount of all LC Disbursements that have not been reimbursed by or on

behalf of the Borrower at such time. The LC Exposure of any Lender shall be its

Pro Rata Share of the total LC Exposure at such time.

"LENDERS" shall have the meaning assigned to such term in the opening

paragraph of this Agreement.

"LETTER OF CREDIT" shall mean any letter of credit issued pursuant to

Section 2.20 by the Issuing Bank for the account of the Borrower pursuant to the

LC Commitment.

"LETTER OF CREDIT FEE" shall mean the same meaning as set forth in

Section 2.11(c).

"LEVERAGE RATIO" shall mean, the ratio of (i) Consolidated Total Funded

Debt to (ii) Adjusted EBITDA, as determined as of the end of each calendar

quarter.

"LIBOR" shall mean for any Interest Period the offered rates for

deposits in Dollars for a period equal to such Interest Period appearing on the

Telerate Page 3750 as of 11:00 a.m. (London Time) on the day that is two (2)

Business Days prior to the Interest Period.

"LIEN" shall mean any mortgage, pledge, security interest, lien

(statutory or otherwise), charge, encumbrance, hypothecation, assignment,

deposit arrangement, or other arrangement having the practical effect of the

foregoing or any preference, priority or other security agreement or

preferential arrangement of any kind or nature whatsoever (including any

conditional sale or other title retention agreement and any capital lease having

the same economic effect as any of the foregoing).

"LOAN DOCUMENTS" shall mean, collectively, this Agreement, the Notes,

the LC Documents, all Notices of Borrowing, the Subsidiary Guarantee Agreement,

the Indemnity and Contribution Agreement, the Security Documents, and any and

all other instruments, agreements, documents and writings executed in connection

with any of the foregoing.

"LOAN PARTIES" shall mean the Borrower and the Wholly Owned

Subsidiaries.

"LOANS" shall mean all Revolving Loans.

"MATERIAL ADVERSE EFFECT" shall mean, with respect to any event, act,

condition or occurrence of whatever nature (including any adverse determination

in any litigation, arbitration, or governmental investigation or proceeding),

whether singularly or in conjunction with any other event or events, act or

acts, condition or conditions, occurrence or occurrences whether or not related,

a material adverse change in, or a material adverse effect on, (i) the business,

results of operations, financial condition, assets, liabilities or prospects of

the Borrower and of the Borrower and its Subsidiaries taken as a whole, (ii) the

ability of the Loan Parties to perform any of their respective obligations under

the Loan Documents, (iii) the rights and remedies of the Administrative Agent,

the Issuing Bank, and the Lenders under any of the Loan Documents or (iv) the

legality, validity or enforceability of any of the Loan Documents.

"MATERIAL INDEBTEDNESS" shall mean Indebtedness (other than the Loans

and Letters of Credit) or obligations in respect of one or more Hedging

Agreements, of any one or more of the Borrower and the

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Subsidiaries in an aggregate principal amount exceeding $500,000. For purposes

of determining Material Indebtedness, the "principal amount" of the obligations

of the Borrower or any Subsidiary in respect to any Hedging Agreement at any

time shall be the maximum aggregate amount (giving effect to any netting

agreements) that the Borrower or such Subsidiary would be required to pay if

such Hedging Agreement were terminated at such time.

"MATURITY DATE" shall mean the earliest of (i) April 22, 2010, (ii) the

date on which the Revolving Commitments are terminated pursuant to Section 2.6,

and (iii) the date on which all amounts outstanding under this Agreement have

been declared or have automatically become due and payable.

"MINORITY INTEREST" means that amount depicted from time to time on

Borrower's most current consolidated balance sheet as "Minority Interest" so

long as such is calculated on a consistent basis and in accordance with GAAP.

"MOODY'S" shall mean Moody's Investors Service, Inc.

"MULTIEMPLOYER PLAN" shall have the meaning set forth in Section

4001(a)(3) of ERISA.

"NOTES" shall mean the Revolving Credit Notes.

"NOTICE OF CONVERSION/CONTINUATION" shall mean the notice given by the

Borrower to the Administrative Agent in respect of the conversion or

continuation of an outstanding Borrowing as provided in Section 2.5(b) hereof.

"NOTICE OF BORROWING" shall have the meaning as set forth in Section

2.3.

"OBLIGATIONS" shall mean all amounts owing by the Borrower to the

Administrative Agent, the Issuing Bank, or any Lender pursuant to or in

connection with this Agreement or any other Loan Document, including without

limitation, all principal, interest (including any interest accruing after the

filing of any petition in bankruptcy or the commencement of any insolvency,

reorganization or like proceeding relating to the Borrower, whether or not a

claim for post-filing or post-petition interest is allowed in such proceeding),

all reimbursement obligations, fees, expenses, indemnification and reimbursement

payments, costs and expenses (including all reasonable fees and expenses of

counsel to the Administrative Agent and any Lender incurred pursuant to this

Agreement or any other Loan Document), whether direct or indirect, absolute or

contingent, liquidated or unliquidated, now existing or hereafter arising

hereunder or thereunder, together with all renewals, extensions, modifications

or refinancings thereof.

"OFF-BALANCE SHEET LIABILITIES" of any Person shall mean (i) any

repurchase obligation or liability of such Person with respect to accounts or

notes receivable sold by such Person, (ii) any liability of such Person under

any sale and leaseback transactions which do not create a liability on the

balance sheet of such Person, (iii) any liability of such Person under any

so-called "synthetic" lease transaction or (iv) any obligation arising with

respect to any other transaction which is the functional equivalent of or takes

the place of borrowing but which does not constitute a liability on the balance

sheet of such Person.

"OTHER TAXES" shall mean any and all present or future stamp or

documentary taxes or any other excise or property taxes, charges or similar

levies arising from any payment made hereunder or from the execution, delivery

or enforcement of, or otherwise with respect to, this Agreement or any other

Loan Document, but specifically excluding all Excluded Taxes.

"PARTICIPANT" shall have the meaning set forth in Section 10.4(c).

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"PAYMENT OFFICE" shall mean the office of the Administrative Agent

located at 25 Park Place, N.E., Atlanta, Georgia 30303, or such other location

as to which the Administrative Agent shall have given written notice to the

Borrower and the other Lenders.

"PBGC" shall mean the Pension Benefit Guaranty Corporation referred to

and defined in ERISA, and any successor entity performing similar functions.

"PERMITTED ENCUMBRANCES" shall mean

(i) Liens imposed by law for taxes not yet due or which are

being contested in good faith by appropriate proceedings and with

respect to which adequate reserves are being maintained in accordance

with GAAP;

(ii) statutory Liens of landlords and Liens of carriers,

warehousemen, mechanics, materialmen and other Liens imposed by law

created in the ordinary course of business for amounts not yet due or

which are being contested in good faith by appropriate proceedings and

with respect to which adequate reserves are being maintained in

accordance with GAAP;

(iii) pledges and deposits made in the ordinary course of

business in compliance with workers' compensation, unemployment

insurance and other social security laws or regulations;

(iv) deposits to secure the performance of bids, trade

contracts, leases, statutory obligations, surety and appeal bonds,

performance bonds and other obligations of a like nature, in each case

in the ordinary course of business;

(v) judgment and attachment liens not giving rise to an Event

of Default or Liens created by or existing from any litigation or legal

proceeding that are currently being contested in good faith by

appropriate proceedings and with respect to which adequate reserves are

being maintained in accordance with GAAP; and

(vi) easements, zoning restrictions, restrictive covenants,

rights-of-way and similar encumbrances on real property imposed by law

or arising in the ordinary course of business that do not secure any

monetary obligations and do not materially detract from the value of

the affected property or materially interfere with the ordinary conduct

of business of the Borrower and its Subsidiaries taken as a whole;

provided, that the term "Permitted Encumbrances" shall not include any Lien

securing Indebtedness.

"PERMITTED INVESTMENTS" shall mean:

(i) direct obligations of, or obligations the principal of and

interest on which are unconditionally guaranteed by, the United States

(or by any agency thereof to the extent such obligations are backed by

the full faith and credit of the United States), in each case maturing

within one year from the date of acquisition thereof;

(ii) commercial paper having the highest rating, at the time

of acquisition thereof, of S&P or Moody's and in either case maturing

within six months from the date of acquisition thereof;

(iii) certificates of deposit, bankers' acceptances and time

deposits maturing within 180 days of the date of acquisition thereof

issued or guaranteed by or placed with, and money market deposit

accounts issued or offered by, any domestic office of any commercial

bank organized under the

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laws of the United States or any state thereof which has a combined

capital and surplus and undivided profits of not less than

$1,000,000,000;

(iv) fully collateralized repurchase agreements with a term of

not more than 30 days for securities described in clause (i) above and

entered into with a financial institution satisfying the criteria

described in clause (iii) above;

(v) mutual funds investing solely in any one or more of the

Permitted Investments described in clauses (i) through (iv) above; and

(vi) funds held in the grantor trust properly established by

Borrower (which shall be subject to the claims of Lenders and general

creditors of Borrower) for the non-qualified deferred compensation plan

adopted by Borrower entitled the AmSurg Supplemental Executive

Retirement Savings Plan (the "RABBI TRUST"), provided that the funds in

the Rabbi Trust must be invested solely in any one or more of the

Permitted Investments described in clauses (i) through (v) above.

"PERSON" shall mean any individual, partnership, firm, corporation,

association, joint venture, limited liability company, trust or other entity, or

any Governmental Authority.

"PLAN" means any employee pension benefit plan (other than a

Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section

412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or

any ERISA Affiliate is (or, if such plan were terminated, would under Section

4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of

ERISA.

"PRO RATA SHARE" shall mean, with respect to any Lender at any time, a

percentage, the numerator of which shall be the sum of such Lender's Revolving

Commitment and the denominator of which shall be the sum of all Lenders'

Revolving Commitments; or if the Revolving Commitments have been terminated or

expired or if the Loans have been declared to be due and payable, a percentage,

the numerator of which shall be the sum of such Lender's Revolving Credit

Exposure and the denominator of which shall be the sum of the aggregate

Revolving Credit Exposure.

"REGULATION D" shall mean Regulation D of the Board of Governors of the

Federal Reserve System, as the same may be in effect from time to time, and any

successor regulations.

"RELATED PARTIES" shall mean, with respect to any specified Person,

such Person's Affiliates and the respective directors, officers, employees,

agents and advisors of such Person and such Person's Affiliates.

"RELEASE" means any release, spill, emission, leaking, dumping,

injection, pouring, deposit, disposal, discharge, dispersal, leaching or

migration of any Hazardous Materials into the environment (including ambient

air, surface water, groundwater, land surface or subsurface strata) or within

any building, structure, facility or fixture.

"REQUIRED LENDERS" shall mean, at any time, Lenders holding 51% or more

of the aggregate outstanding Revolving Credit Exposures at such time; or if the

Lenders have no Revolving Credit Exposure, then Lenders holding 51% or more of

the Aggregate Revolving Commitments.

"RESPONSIBLE OFFICER" shall mean any of the president, the chief

executive officer, the chief operating officer, the chief financial officer, the

treasurer or a vice president of the Borrower or such other representative of

the Borrower as may be designated in writing by any one of the foregoing with

the consent of the Administrative Agent; and, with respect to the financial

covenants only, the chief financial officer or the treasurer of the Borrower.

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"RESTRICTED PAYMENT" shall have the meaning set forth in Section 7.5.

"REVOLVING COMMITMENT" shall mean, with respect to each Lender, the

obligation of such Lender to make Revolving Loans to the Borrower and to

participate in Letters of Credit in an aggregate principal amount not exceeding

the amount set forth with respect to such Lender on the Schedule 1.1, or in the

case of a Person becoming a Lender after the Closing Date, the amount of the

assigned "Revolving Commitment" as provided in the Assignment and Acceptance

Agreement executed by such Person as an assignee, as the same may be changed

pursuant to terms hereof.

"REVOLVING CREDIT EXPOSURE" shall mean, with respect to any Lender at

any time, the sum of the outstanding principal amount of such Lender's Revolving

Loans, and such Lender's LC Exposure.

"REVOLVING CREDIT NOTE" shall mean a promissory note of the Borrower

payable to the order of a Lender in the principal amount of such Lender's

Revolving Commitment, in substantially the form of Exhibit A.

"REVOLVING LOAN" shall mean a loan made by a Lender to the Borrower

under its Revolving Commitment, which may either be a Base Rate Loan or a

Eurodollar Loan.

"S&P" shall mean Standard & Poor's.

"SECURITY DOCUMENTS" shall mean the 2000 Assignment and Security

Agreements, the 2000 Stock Pledge Agreement, the 2000 Pledge Agreement, the 2005

Master Amendment to Security Documents, and the security documents executed

after May 5, 2000 in accordance with Sections 5.10 and 5.11 of the 2000 Credit

Agreement (all as described in more detail in the 2005 Master Amendment to

Security Documents), along with all UCC financing statements filed in connection

with any of the foregoing and any additional documentation delivered pursuant to

or executed in connection with the foregoing. On a going forward basis, the

defined term "Security Documents" shall include all security documents delivered

in accordance with Sections 5.10 and 5.11 hereof, along with all additional

documentation delivered pursuant to or executed in connection with such security

documents.

"SUBSIDIARY" shall mean any corporation, partnership, limited

partnership, joint venture, limited liability company, association or other

entity of which securities or other ownership interests representing more than

50% of the equity or more than 50% of the ordinary voting power, or in the case

of a partnership, more than 50% of the general partnership interests are owned,

Controlled or held by Borrower, and shall include the Wholly Owned Subsidiaries;

provided that AmSurg-Las Vegas, LLC shall not be included within this definition

of Subsidiary.

"SUBSIDIARY GUARANTEE AGREEMENT" shall mean that certain Amended and

Restated Subsidiary Guarantee Agreement of even date herewith, substantially in

the form of Exhibit C, made by the Wholly Owned Subsidiaries in favor of the

Administrative Agent for the benefit of the Lenders.

"TAXES" shall mean any and all present or future taxes, levies,

imposts, duties, deductions, charges or withholdings imposed by any Governmental

Authority.

"THIRD PARTY NOTES" shall mean promissory notes and similar instruments

issued by any Person and held by the Borrower or any Wholly Owned Subsidiary,

including, without limitation, promissory notes issued by the purchaser of any

asset sold by the Borrower or any Wholly Owned Subsidiary.

"TYPE" shall mean the distinction between a Base Rate Loan or Borrowing

and a Eurodollar Loan or Borrowing.

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"WHOLLY OWNED SUBSIDIARY" shall mean any corporation, partnership,

joint venture, limited liability company, association or other entity of which

securities or other ownership interests representing 100% of the equity or 100%

of the ordinary voting power, or in the case of a partnership, more 100% of the

general partnership interests are owned, Controlled or held by Borrower;

provided that AmSurg-Las Vegas, LLC shall not be included within this definition

of Wholly Owned Subsidiary.

"WITHDRAWAL LIABILITY" shall mean liability to a Multiemployer Plan as

a result of a complete or partial withdrawal from such Multiemployer Plan, as

such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.2 Accounting Terms and Determination. Unless otherwise

defined or specified herein, all accounting terms used herein shall be

interpreted, all accounting determinations hereunder shall be made, and all

financial statements required to be delivered hereunder shall be prepared, in

accordance with GAAP as in effect from time to time, applied on a basis

consistent (except for such changes approved by the Borrower's independent

public accountants) with the most recent audited consolidated financial

statement of the Borrower delivered pursuant to Section 5.1(a); provided, that

if the Borrower notifies the Administrative Agent that the Borrower wishes to

amend any covenant in Article VI to eliminate the effect of any change in GAAP

on the operation of such covenant (or if the Administrative Agent notifies the

Borrower that the Required Lenders wish to amend Article VI for such purpose),

then the Borrower's compliance with such covenant shall be determined on the

basis of GAAP in effect immediately before the relevant change in GAAP became

effective, until either such notice is withdrawn or such covenant is amended in

a manner satisfactory to the Borrower and the Required Lenders.

SECTION 1.3 Terms Generally. The definitions of terms herein shall

apply equally to the singular and plural forms of the terms defined. Whenever

the context may require, any pronoun shall include the corresponding masculine,

feminine and neuter forms. The words "include", "includes" and "including" shall

be deemed to be followed by the phrase "without limitation". The word "will"

shall be construed to have the same meaning and effect as the word "shall". In

the computation of periods of time from a specified date to a later specified

date, the word "from" means "from and including" and the word "to" means "to but

excluding". Unless the context requires otherwise (i) any definition of or

reference to any agreement, instrument or other document herein shall be

construed as referring to such agreement, instrument or other document as it was

originally executed or as it may from time to time be amended, supplemented or

otherwise modified (subject to any restrictions on such amendments, supplements

or modifications set forth herein), (ii) any reference herein to any Person

shall be construed to include such Person's successors and permitted assigns,

(iii) the words "hereof", "herein" and "hereunder" and words of similar import

shall be construed to refer to this Agreement as a whole and not to any

particular provision hereof, (iv) all references to Articles, Sections, Exhibits

and Schedules shall be construed to refer to Articles, Sections, Exhibits and

Schedules to this Agreement and (v) all references to a specific time shall be

construed to refer to the time in the city and state of the Administrative

Agent's principal office, unless otherwise indicated.

ARTICLE II

AMOUNT AND TERMS OF THE COMMITMENTS

SECTION 2.1 General Description of Facility.

(a) Facility. Subject to and upon the terms and conditions

herein set forth, (i) the Lenders hereby establish in favor of the

Borrower a revolving credit facility pursuant to which the Lenders

severally agree (to the extent of each Lender's Pro Rata Share up to

such Lender's Revolving Commitment) to make Revolving Loans to the

Borrower in accordance with Section 2.2, (ii) the Issuing Bank agrees

to issue Letters of Credit in accordance with Section 2.20; and (iii)

each Lender agrees to purchase a participation interest in the Letters

of Credit pursuant to the terms and conditions

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contained herein; provided that in no event shall the aggregate

principal amount of all outstanding Revolving Loans and the LC Exposure

exceed at any time the Aggregate Revolving Commitments from time to

time in effect.

(b) Collateral and Guarantees. The Obligations described

herein shall be secured by the following:

(i) a lien and perfected security interest in all of

the property and collateral described in the Security

Documents (including without limitation future Security

Documents delivered pursuant to Sections 5.10 and 5.11

hereof), as amended from time to time;

(ii) all deposit accounts, monies, and items of value

of Borrower or the Wholly Owned Subsidiaries now or hereafter

placed in possession of Administrative Agent or any of the

Lenders;

(iii) all other Property of Borrower presently and/or

subsequently pledged or delivered to Administrative Agent to

secure all or a portion of the Indebtedness; and

(iv) the Subsidiary Guarantee Agreement, as amended

from time to time.

SECTION 2.2 Revolving Loans. Subject to the terms and conditions set

forth herein, each Lender severally agrees to make Revolving Loans to the

Borrower, from time to time during the Availability Period, in an aggregate

principal amount outstanding at any time that will not result in (a) such

Lender's Revolving Credit Exposure exceeding such Lender's Revolving Commitment

or (b) the sum of the aggregate Revolving Credit Exposures of all Lenders

exceeding the Aggregate Revolving Commitments. During the Availability Period,

the Borrower shall be entitled to borrow, repay and reborrow Revolving Loans in

accordance with the terms and conditions of this Agreement; provided that the

Borrower may not borrow or reborrow should there exist a Default or Event of

Default; and provided that at no time shall there be more than six (6)

Eurodollar Loans outstanding.

SECTION 2.3 Procedure for Borrowings. The Borrower shall give the

Administrative Agent written notice (or telephonic notice promptly confirmed in

writing) of each Borrowing substantially in the form of Schedule 2.3 attached

hereto (a "Notice of Borrowing") (x) prior to 11:00 a.m. (Eastern Time) on the

requested date of each Base Rate Borrowing and (y) prior to 11:00 a.m. (Eastern

Time) three (3) Business Days prior to the requested date of each Eurodollar

Borrowing. Each Notice of Borrowing shall be irrevocable and shall specify: (i)

the aggregate principal amount of such Borrowing, (ii) the date of such

Borrowing (which shall be a Business Day), and (iii) in the case of a Eurodollar

Borrowing, the duration of the initial Interest Period applicable thereto

(subject to the provisions of the definition of Interest Period). Each Borrowing

shall consist entirely of Base Rate Loans or Eurodollar Loans, as the Borrower

may request. The aggregate principal amount of each Eurodollar Borrowing shall

be not less than $500,000 and in integral multiples of $100,000, and the

aggregate principal amount of each Base Rate Borrowing shall not be less than

$100,000 and in integral multiples of $100,000. At no time shall the total

number of Eurodollar Borrowings outstanding at any time exceed six (6). Promptly

following the receipt of a Notice of Borrowing in accordance herewith, the

Administrative Agent shall advise each Lender of the details thereof and the

amount of such Lender's Revolving Loan to be made as part of the requested

Borrowing.

SECTION 2.4 Funding of Borrowings.

(a) Each Lender will make available each Loan to be made by it

hereunder on the proposed date thereof by wire transfer in immediately

available funds by 1:00 p.m. (Eastern Time) to the Administrative Agent

at the Payment Office. The Administrative Agent will make such Loans

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available to the Borrower by promptly crediting the amounts that it

receives, in like funds by the close of business on such proposed date,

to an account maintained by the Borrower with the Administrative Agent

or at the Borrower's option, by effecting a wire transfer of such

amounts to an account designated by the Borrower to the Administrative

Agent.

(b) Unless the Administrative Agent shall have been notified

by any Lender prior to 5:00 p.m. (Eastern Time) one (1) Business Day

prior to the date of a Borrowing in which such Lender is participating

that such Lender will not make available to the Administrative Agent

such Lender's share of such Borrowing, the Administrative Agent may

assume that such Lender has made such amount available to the

Administrative Agent on such date, and the Administrative Agent, in

reliance on such assumption, may make available to the Borrower on such

date a corresponding amount. If such corresponding amount is not in

fact made available to the Administrative Agent by such Lender on the

date of such Borrowing, the Administrative Agent shall be entitled to

recover such corresponding amount on demand from such Lender together

with interest at the Federal Funds Rate for up to two (2) days and

thereafter at the rate specified for such Borrowing. If such Lender

does not pay such corresponding amount forthwith upon the

Administrative Agent's demand therefore, the Administrative Agent shall

promptly notify the Borrower, and the Borrower shall immediately pay

such corresponding amount to the Administrative Agent together with

interest at the rate specified for such Borrowing. Nothing in this

subsection shall be deemed to relieve any Lender from its obligation to

fund its Pro Rata Share of any Borrowing hereunder or to prejudice any

rights which the Borrower may have against any Lender as a result of

any default by such Lender hereunder.

of their respective Pro Rata Shares. No Lender shall be responsible for

any default by any other Lender in its obligations hereunder, and each

Lender shall be obligated to make its Loans provided to be made by it

hereunder, regardless of the failure of any other Lender to make its

Loans hereunder.

SECTION 2.5 Interest Elections.

(a) Each Borrowing shall be either a Eurodollar Borrowing or a

Base Rate Borrowing, as specified by Borrower in the applicable Notice

of Borrowing, and in the case of a Eurodollar Borrowing, shall have an

initial Interest Period as specified in such Notice of Borrowing.

Thereafter, the Borrower may elect to convert such Borrowing, and in

the case of a Eurodollar Borrowing, may elect Interest Periods

therefore, all as provided in this Section. The Borrower may elect

different options with respect to different portions of the affected

Borrowing, in which case each such portion shall be allocated ratably

among the Lenders holding Loans comprising such Borrowing, and the

Loans comprising each such portion shall be considered a separate

Borrowing.

(b) To make an election pursuant to this Section, the Borrower

shall give the Administrative Agent prior written notice in the form of

Schedule 2.5 (or telephonic notice promptly confirmed in writing) of

each Borrowing (a "Notice of Conversion/Continuation") that is to be

converted or continued, as the case may be, (x) prior to 11:00 a.m.

(Eastern Time) on the requested date of a conversion into a Base Rate

Borrowing and (y) prior to 11:00 a.m. (Eastern Time) three (3) Business

Days prior to a continuation of or conversion into a Eurodollar

Borrowing. Each such Notice of Conversion/Continuation shall be

irrevocable and shall specify (i) the Borrowing to which such Notice of

Continuation/Conversion applies and if different options are being

elected with respect to different portions thereof, the portions

thereof that are to be allocated to each resulting Borrowing (in which

case the information to be specified pursuant to clauses (iii) and (iv)

shall be specified for each resulting Borrowing); (ii) the effective

date of the election made pursuant to such Notice of

Continuation/Conversion, which shall be a Business Day, (iii) whether

the resulting Borrowing is to be a Base Rate Borrowing or a Eurodollar

Borrowing; and (iv) if the resulting Borrowing is to be a

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Eurodollar Borrowing, the Interest Period applicable thereto after

giving effect to such election, which shall be a period contemplated by

the definition of "Interest Period". If any such Notice of

Continuation/Conversion requests a Eurodollar Borrowing but does not

specify an Interest Period, the Borrower shall be deemed to have

selected an Interest Period of one (1) month. The principal amount of

any resulting Borrowing shall satisfy the minimum borrowing amount for

Eurodollar Borrowings and Base Rate Borrowings set forth in Section

2.3.

any Eurodollar Borrowing, the Borrower shall have failed to deliver a

Notice of Conversion/ Continuation, then, unless such Borrowing is

repaid as provided herein, the Borrower shall be deemed to have elected

to convert such Borrowing to a Base Rate Borrowing. No Borrowing may be

converted into, or continued as, a Eurodollar Borrowing if a Default or

an Event of Default exists. No conversion of any Eurodollar Loans shall

be permitted except on the last day of the Interest Period in respect

thereof.

(d) Upon receipt of any Notice of Conversion/Continuation, the

Administrative Agent shall promptly notify each Lender of the details

thereof and of such Lender's portion of each resulting Borrowing.

SECTION 2.6 Optional and Mandatory Reductions and Termination of

Commitments.

(a) Unless previously terminated, all Revolving Commitments

shall terminate on the Maturity Date.

(b) Upon at least three (3) Business Days' prior written

notice (or telephonic notice promptly confirmed in writing) to the

Administrative Agent (which notice shall be irrevocable), the Borrower

may reduce the Aggregate Revolving Commitments in part or terminate the

Aggregate Revolving Commitments in whole; provided that (i) any partial

reduction shall apply to reduce proportionately and permanently the

Revolving Commitment of each Lender, (ii) any partial reduction

pursuant to this Section 2.6 shall be in an amount of at least

$1,000,000 and any larger multiple of $500,000, and (iii) no such

reduction shall be permitted which would reduce the Aggregate Revolving

Commitments to an amount less than the outstanding Revolving Credit

Exposures of all Lenders. Any such reduction in the Aggregate Revolving

Commitments shall result in a proportionate reduction (rounded to the

next lowest integral multiple of $100,000) in the LC Commitment.

Commitments by an amount equal to fifty percent (50%) from the net

proceeds received by the Borrower and any of its Subsidiaries from the

sale or other disposition by the Borrower and any of its Subsidiaries

of any assets in which $15,000,000 or more in consideration is given or

exchanged or the fair market value of such assets exceeds $15,000,000,

provided that such reduction shall be made in a manner calculated to

the greatest extent possible to avoid the Borrower's having liability

under Section 2.16 hereunder. For the purpose hereof, the consideration

given or exchanged shall include the sum of (i) all cash paid and/or

Indebtedness assumed, plus (ii) the principal amount of any promissory

notes given, plus (iii) the value of any stock or other property given

or transferred in connection therewith.

SECTION 2.7 Repayment of Loans. The outstanding principal amount of all

Revolving Loans shall be due and payable (together with accrued and unpaid

interest thereon) on the Maturity Date.

SECTION 2.8 Evidence of Indebtedness.

(a) Each Lender shall maintain in accordance with its usual

practice appropriate records evidencing the indebtedness of the

Borrower to such Lender resulting from each Loan made by such

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Lender from time to time, including the amounts of principal and

interest payable thereon and paid to such Lender from time to time

under this Agreement. The Administrative Agent shall maintain

appropriate records in which shall be recorded (iv) the Revolving

Commitment of each Lender, (v) the amount of each Loan made hereunder

by each Lender, along with the Type and the Interest Period applicable

thereto, (vi) the date of each continuation thereof pursuant to Section

2.5, (vii) the date of each conversion of all or a portion thereof

pursuant to Section 2.5, (viii) the date and amount of any principal or

interest due and payable or to become due and payable from the Borrower

to each Lender hereunder in respect of such Loans and (ix) both the

date and amount of any sum received by the Administrative Agent

hereunder from the Borrower in respect of the Loans and each Lender's

Pro Rata Share thereof. The entries made in such records shall be prima

facie evidence of the existence and amounts of the obligations of the

Borrower therein recorded; provided, that the failure or delay of any

Lender or the Administrative Agent in maintaining or making entries

into any such record or any error therein shall not in any manner

affect the obligation of the Borrower to repay the Loans (both

principal and unpaid accrued interest) of such Lender in accordance

with the terms of this Agreement.

(b) The Borrower agrees that it will execute and deliver to

each Lender a Revolving Credit Note payable to the order of such

Lender.

SECTION 2.9 Prepayments.

(a) Optional Prepayments. The Borrower shall have the right at

any time and from time to time to prepay any Borrowing, in whole or in

part, without premium or penalty, by giving irrevocable written notice

(or telephonic notice promptly confirmed in writing) to the

Administrative Agent no later than three (3) Business Days prior to any

such prepayment. Each such notice shall be irrevocable and shall

specify the proposed date of such prepayment and the principal amount

of each Borrowing or portion thereof to be prepaid. Upon receipt of any

such notice, the Administrative Agent shall promptly notify each

affected Lender of the contents thereof and of such Lender's Pro Rata

Share of any such prepayment. If such notice is given, the aggregate

amount specified in such notice shall be due and payable on the date

designated in such notice, together with accrued interest to such date

on the amount so prepaid in accordance with Section 2.10; provided,

that if a Eurodollar Borrowing is prepaid on a date other than the last

day of an Interest Period applicable thereto, the Borrower shall also

pay all amounts required pursuant to Section 2.16. Each partial

prepayment of any Loan shall not be less than $500,000 or a larger

multiple of $100,000. Each prepayment of a Borrowing shall be applied

ratably to the Loans comprising such Borrowing.

(b) Mandatory Prepayments. The Borrower shall be required to

make mandatory principal prepayments of the Revolving Loans in an

amount equal to (i) 100% of the net cash proceeds in excess of

$2,000,000 received by the Borrower and any of its Subsidiaries from

any sale or other disposition by the Borrower and any of its

Subsidiaries of any assets, and (ii) 100% of net cash proceeds received

from the issuance, sale, or disposition of the Borrower's capital stock

(common, preferred, or special), any equity offering or debt issuance.

SECTION 2.10 Interest on Loans.

(a) The Borrower shall pay interest on each Base Rate Loan at

the Base Rate in effect from time to time and on each Eurodollar Loan

at the Adjusted LIBO Rate for the applicable Interest Period in effect

for such Loan, plus, in each case, the Applicable Margin in effect from

time to time.

(b) While an Event of Default exists or after acceleration, at

the option of the Required Lenders, the Borrower shall pay interest

("Default Interest"): (i) with respect to all Eurodollar Loans at the

rate otherwise applicable for the then-current Interest Period plus an

additional 2% per annum until

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the last day of such Interest Period, and thereafter, at the Base Rate,

plus the Applicable Margin plus two percent (2%) per annum, and (ii)

with respect to Base Rate Loans, at the Base Rate plus the Applicable

Margin, plus two percent (2%) per annum.

from and including the date such Loans are made to but excluding the

date of any repayment thereof. Interest on all outstanding Base Rate

Loans shall be payable monthly in arrears on the last day of each

calendar month and on the Maturity Date. Interest on all outstanding

Eurodollar Loans shall be payable on the last day of each Interest

Period applicable thereto, and, in the case of any Eurodollar Loans

having an Interest Period in excess of three months or 90 days,

respectively, on each day which occurs every three months or 90 days,

as the case may be, after the initial date of such Interest Period, and

on the Maturity Date. Interest on any Loan which is converted or which

is repaid or prepaid shall be payable on the date of such conversion or

on the date of any such repayment or prepayment (on the amount repaid

or prepaid) thereof. All Default Interest shall be payable on demand.

Borrower must make all interest payments prior to 1:00 p.m. (Eastern

Time) on the applicable due date in immediately available funds, free

and clear of all defenses, set-offs, counterclaims, or withholdings or

deductions for taxes.

(d) The Administrative Agent shall determine each interest

rate applicable to the Loans hereunder and shall promptly notify the

Borrower and the Lenders of such rate in writing (or by telephone,

promptly confirmed in writing). Any such determination shall be

conclusive and binding for all purposes, absent manifest error.

SECTION 2.11 Fees.

(a) Fee Letter. On or before the Closing Date, Borrower shall

pay to the Administrative Agent and Arranger those fees set forth in

that certain Fee Letter dated March 21, 2005 and executed by Borrower,

Administrative Agent and Arranger.

(b) Commitment Fee. The Borrower agrees to pay to the

Administrative Agent for the account of each Lender a commitment fee

(the "COMMITMENT FEE"), which shall accrue at the Applicable Margin for

Commitment Fee on the average daily, unused portion of the Revolving

Commitment of such Lender during the Availability Period. Accrued

Commitment Fees shall be payable to the Administrative Agent (for

distribution to the Lenders) in arrears on the last day of each March,

June, September and December of each year and on the Maturity Date,

commencing on the first such date after the Closing Date. The

Commitment Fee shall be calculated on the basis of a year of 360-days

for the actual number of days in each year. For the purpose of this

paragraph, the "unused portion of the Revolving Commitment" shall mean

the aggregate Revolving Commitment less an amount equal to all

outstanding Revolving Loans, less an amount equal to the LC Exposure.

the Administrative Agent, for the account of each Lender, a letter of

credit fee (the "LETTER OF CREDIT FEE") with respect to its

participation in each Letter of Credit, which shall accrue at the

Applicable Margin for Eurodollar Loans then in effect on the average

daily amount of such Lender's LC Exposure (excluding any portion

thereof attributable to unreimbursed LC Disbursements) attributable to

such Letter of Credit during the period from and including the date of

issuance of such Letter of Credit to but excluding the date on which

such Letter expires or is drawn in full (including without limitation

any LC Exposure that remains outstanding after the Maturity Date) and

(ii) to the Issuing Bank for its own account a facing fee, which shall

accrue at the rate of 12.5 basis points per annum on the average daily

amount of the LC Exposure (excluding any portion thereof attributable

to unreimbursed LC Disbursements) during the Availability Period (or

until the date that such Letter of Credit is irrevocably canceled,

whichever is

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later), as well as the Issuing Bank's standard fees with respect to

issuance, amendment, renewal or extension of any Letter of Credit or

processing of drawings thereunder.

SECTION 2.12 Computation of Interest and Fees.

(a) Fees and Eurodollar Loans. All computations of interest on

Eurodollar Loans and fees hereunder shall be made on the basis of a

year of 360 days for the actual number of days (including the first day

but excluding the last day) occurring in the period for which such

interest or fees are payable (to the extent computed on the basis of

days elapsed). Each determination by the Administrative Agent of an

interest amount or fee hereunder shall be made in good faith and,

except for manifest error, shall be final, conclusive and binding for

all purposes.

(b) Base Rate Loans. All computations of interest on Base Rate

Loans hereunder shall be made on the basis of a year of 365 days for

the actual number of days (including the first day but excluding the

last day) occurring in the period for which such interest is payable

(to the extent computed on the basis of days elapsed). Each

determination by the Administrative Agent of an interest amount

hereunder shall be made in good faith and, except for manifest error,

shall be final, conclusive and binding for all purposes.

SECTION 2.13 Inability to Determine Interest Rates. If prior to the

commencement of any Interest Period for any Eurodollar Borrowing,

(a) the Administrative Agent shall have determined (which

determination shall be conclusive and binding upon the Borrower) that,

by reason of circumstances affecting the relevant interbank market,

adequate means do not exist for ascertaining LIBOR for such Interest

Period, or

(b) the Administrative Agent shall have received notice from

the Required Lenders that the Adjusted LIBO Rate does not adequately

and fairly reflect the cost to such Lenders (or Lender, as the case may

be) of making, funding or maintaining their (or its, as the case may

be) Eurodollar Loans for such Interest Period,

the Administrative Agent shall give written notice (or telephonic notice,

promptly confirmed in writing) to the Borrower and to the Lenders as soon as

practicable thereafter. In the case of Eurodollar Loans, until the

Administrative Agent shall notify the Borrower and the Lenders that the

circumstances giving rise to such notice no longer exist, (i) the obligations of

the Lenders to make Eurodollar Loans or to continue or convert outstanding Loans

as or into Eurodollar Loans shall be suspended and (ii) all such affected Loans

shall be converted into Base Rate Loans on the last day of the then current

Interest Period applicable thereto unless the Borrower prepays such Loans in

accordance with this Agreement. Unless the Borrower notifies the Administrative

Agent at least one (1) Business Day before the date of any Eurodollar Borrowing

for which a Notice of Borrowing has previously been given that it elects not to

borrow on such date, then such Borrowing shall be made as a Base Rate Borrowing.

SECTION 2.14 Illegality. If any Change in Law shall make it unlawful or

impossible for any Lender to make, maintain or fund any Eurodollar Loan and such

Lender shall so notify the Administrative Agent, the Administrative Agent shall

promptly give notice thereof to the Borrower and the other Lenders, whereupon

until such Lender notifies the Administrative Agent and the Borrower that the

circumstances giving rise to such suspension no longer exist, the obligation of

such Lender to make Eurodollar Loans, or to continue or convert outstanding

Loans as or into Eurodollar Loans, shall be suspended. In the case of the making

of a Eurodollar Borrowing, such Lender's Revolving Loan shall be made as a Base

Rate Loan as part of the same Borrowing for the same Interest Period and if the

affected Eurodollar Loan is then outstanding, such Loan shall be converted to a

Base Rate Loan either (i) on the last day of the then current Interest Period

applicable to such

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Eurodollar Loan if such Lender may lawfully continue to maintain such Loan to

such date or (ii) immediately if such Lender shall determine that it may not

lawfully continue to maintain such Eurodollar Loan to such date. Notwithstanding

the foregoing, the affected Lender shall, prior to giving such notice to the

Administrative Agent, designate a different Applicable Lending Office if such

designation would avoid the need for giving such notice and if such designation

would not otherwise be disadvantageous to such Lender in the good faith exercise

of its discretion.

SECTION 2.15 Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve,

special deposit or similar requirement that is not otherwise

included in the determination of the Adjusted LIBO Rate

hereunder against assets of, deposits with or for the account

of, or credit extended by, any Lender (except any such reserve

requirement reflected in the Adjusted LIBO Rate); or

(ii) impose on any Lender or the eurodollar interbank

market any other condition affecting this Agreement, or any

Letter of Credit, or any Eurodollar Loans made by such Lender;

and the result of the foregoing is to increase the cost to such Lender of

making, converting into, continuing or maintaining a Eurodollar Loan or to

increase the cost to such Lender to reduce the amount received or receivable by

such Lender hereunder (whether of principal, interest or any other amount), then

the Borrower shall promptly pay, upon written notice from and demand by such

Lender on the Borrower (with a copy of such notice and demand to the

Administrative Agent), to the Administrative Agent for the account of such

Lender, within five (5) Business Days after the date of such notice and demand,

additional amount or amounts sufficient to compensate such Lender for such

additional costs incurred or reduction suffered.

(b) If any Lender shall have determined that on or after the

date of this Agreement any Change in Law regarding capital requirements

has or would have the effect of reducing the rate of return on such

Lender's capital (or on the capital of such Lender's parent

corporation) as a consequence of its obligations hereunder to a level

below that which such Lender or such Lender's parent corporation could

have achieved but for such Change in Law (taking into consideration

such Lender's policies or the policies of such Lender's parent

corporation with respect to capital adequacy) then, from time to time,

within ten (10) Business Days after receipt by the Borrower of written

demand by such Lender (with a copy thereof to the Administrative

Agent), the Borrower shall pay to such Lender such additional amounts

as will compensate such Lender or such Lender's parent corporation for

any such reduction suffered.

amounts necessary to compensate such Lender or such Lender's parent

corporation, as the case may be, specified in paragraph (a) or (b) of

this Section shall be delivered to the Borrower (with a copy to the

Administrative Agent) and shall be conclusive, absent manifest error.

The Borrower shall pay any such Lender such amount or amounts within 10

days after receipt thereof.

(d) Failure or delay on the part of any Lender to demand

compensation pursuant to this Section shall not constitute a waiver of

such Lender's right to demand such compensation.

SECTION 2.16 Funding Indemnity. In the event of (a) the payment of any

principal of a Eurodollar Loan other than on the last day of the Interest Period

applicable thereto (including as a result of an Event of Default), (b) the

conversion or continuation of a Eurodollar Loan other than on the last day of

the Interest

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Period applicable thereto, or (c) the failure by the Borrower to borrow, repay,

convert or continue any Eurodollar Loan on the date specified in any applicable

notice (regardless of whether such notice is withdrawn or revoked), then, in any

such event, the Borrower shall compensate each Lender, within five (5) Business

Days after written demand from such Lender, for any loss, cost or expense

attributable to such event. In the case of a Eurodollar Loan, such loss, cost or

expense shall be deemed to include an amount determined by such Lender to be the

excess, if any, of (A) the amount of interest that would have accrued on the

principal amount of such Eurodollar Loan if such event had not occurred at the

Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from the

date of such event to the last day of the then current Interest Period therefore

(or in the case of a failure to borrow, convert or continue, for the period that

would have been the Interest Period for such Eurodollar Loan) over (B) the

amount of interest that would accrue on the principal amount of such Eurodollar

Loan for the same period if the Adjusted LIBO Rate were set on the date such

Eurodollar Loan was prepaid or converted or the date on which the Borrower

failed to borrow, convert or continue such Eurodollar Loan. A certificate as to

any additional amount payable under this Section 2.16 submitted to the Borrower

by any Lender shall be conclusive, absent manifest error.

SECTION 2.17 Taxes.

(a) Any and all payments by or on account of any obligation of

the Borrower hereunder shall be made free and clear of and without

deduction for any Indemnified Taxes or Other Taxes; provided, that if

the Borrower shall be required to deduct any Indemnified Taxes or Other

Taxes from such payments, then (i) the sum payable shall be increased

as necessary so that after making all required deductions (including

deductions applicable to additional sums payable under this Section)

the Administrative Agent, the Issuing Bank, or any Lender shall receive

an amount equal to the sum it would have received had no such

deductions been made, (ii) the Borrower shall make such deductions and

(iii) the Borrower shall pay the full amount deducted to the relevant

Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the

relevant Governmental Authority in accordance with applicable law.

Issuing Bank, and each Lender within five (5) Business Days after

written demand therefore, for the full amount of any Indemnified Taxes

or Other Taxes paid by the Administrative Agent, the Issuing Bank, or

such Lender on or with respect to any payment by or on account of any

obligation of the Borrower hereunder (including Indemnified Taxes or

Other Taxes imposed or asserted on or attributable to amounts payable

under this Section) and any penalties, interest and reasonable expenses

arising therefrom or with respect thereto, whether or not such

Indemnified Taxes or Other Taxes were correctly or legally imposed or

asserted by the relevant Governmental Authority. A certificate as to

the amount of such payment or liability delivered to the Borrower by a

Lender, the Issuing Bank, or by the Administrative Agent on its own

behalf or on behalf of a Lender or the Issuing Bank, shall be

conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified

Taxes or Other Taxes by the Borrower to a Governmental Authority, the

Borrower shall deliver to the Administrative Agent the original or a

certified copy of a receipt issued by such Governmental Authority

evidencing such payment, a copy of the return reporting such payment or

other evidence of such payment reasonably satisfactory to the

Administrative Agent.

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SECTION 2.18 Payments Generally; Pro Rata Treatment; Sharing of

Set-offs.

(a) The Borrower shall make each payment required to be made

by it hereunder (whether of principal, interest, or fees or

reimbursement of LC Disbursements or of amounts payable under Section

2.15, 2.16 or 2.17, or otherwise) prior to 1:00 p.m. (Eastern Time), on

the date when due, in immediately available funds, without set-off or

counterclaim. Any amounts received after such time on any date may, in

the discretion of the Administrative Agent, be deemed to have been

received on the next succeeding Business Day for purposes of

calculating interest thereon. All such payments shall be made to the

Administrative Agent or to the Issuing Bank at the Payment Office,

except that payments pursuant to Sections 2.15, 2.16 and 2.17 and 10.3

shall be made directly to the Persons entitled thereto. The

Administrative Agent shall distribute any such payments received by it

for the account of any other Person to the appropriate recipient

promptly following receipt thereof. If any payment hereunder shall be

due on a day that is not a Business Day, the date for payment shall be

extended to the next succeeding Business Day, and, in the case of any

payment accruing interest, interest thereon shall be made payable for

the period of such extension. All payments hereunder shall be made in

Dollars.

(b) If at any time insufficient funds are received by and

available to the Administrative Agent to pay fully all amounts of

principal, unreimbursed LC Disbursements, interest and fees then due

hereunder, such funds shall be applied (i) first, towards payment of

interest and fees then due hereunder, ratably among the parties

entitled thereto in accordance with the amounts of interest and fees

then due to such parties, and (ii) second, towards payment of principal

and unreimbursed LC Disbursements then due hereunder, ratably among the

parties entitled thereto in accordance with the amounts of principal

and unreimbursed LC Disbursements then due to such parties.

counterclaim or otherwise, obtain payment in respect of any principal

of or interest on any of its Revolving Loans or participations in LC

Disbursements that would result in such Lender receiving payment of a

greater proportion of the aggregate amount of its Revolving Loans and

participations in LC Disbursements and accrued interest thereon than

the proportion received by any other Lender, then the Lender receiving

such greater proportion shall purchase (for cash at face value)

participations in the Revolving Loans and participations in LC

Disbursements of other Lenders to the extent necessary so that the

benefit of all such payments shall be shared by the Lenders ratably in

accordance with the aggregate amount of principal of and accrued

interest on their respective Revolving Loans; provided, that (i) if any

such participations are purchased and all or any portion of the payment

giving rise thereto is recovered, such participations shall be

rescinded and the purchase price restored to the extent of such

recovery, without interest, and (ii) the provisions of this paragraph

shall not be construed to apply to any payment made by the Borrower

pursuant to and in accordance with the express terms of this Agreement

or any payment obtained by a Lender as consideration for the assignment

of or sale of a participation in any of its Loans or participations of

LC Disbursements to any assignee or participant, other than to the

Borrower or any Subsidiary or Affiliate thereof (as to which the

provisions of this paragraph shall apply). The Borrower consents to the

foregoing and agrees, to the extent it may effectively do so under

applicable law, that any Lender acquiring a participation pursuant to

the foregoing arrangements may exercise against the Borrower rights of

set-off and counterclaim with respect to such participation as fully as

if such Lender were a direct creditor of the Borrower in the amount of

such participation.

(d) Unless the Administrative Agent shall have received notice

from the Borrower prior to the date on which any payment is due to the

Administrative Agent for the account of the Lenders or the Issuing Bank

hereunder that the Borrower will not make such payment, the

Administrative Agent may assume that the Borrower has made such payment

on such date in accordance herewith and may, in reliance upon such

assumption, distribute to the Lenders or the Issuing Bank the amount or

amounts

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due. In such event, if the Borrower has not in fact made such payment,

then each of the Lenders or the Issuing Bank severally agrees to repay

to the Administrative Agent forthwith on demand the amount so

distributed to such Lender or the Issuing Bank with interest thereon,

for each day from and including the date such amount is distributed to

it to but excluding the date of payment to the Administrative Agent, at

the greater of the Federal Funds Effective Rate and a rate determined

by the Administrative Agent in accordance with banking industry rules

on interbank compensation.

(e) If any Lender shall fail to make any payment required to

be made by it pursuant to Section 2.18(d) or 10.3(d), then the

Administrative Agent may, in its discretion (notwithstanding any

contrary provision hereof), apply any amounts thereafter received by

the Administrative Agent for the account of such Lender to satisfy such

Lender's obligations under such Sections until all such unsatisfied

obligations are fully paid.

SECTION 2.19 Mitigation of Obligations; Replacement of Lenders. If any

Lender requests compensation under Section 2.15, or if the Borrower is required

to pay any additional amount to any Lender or any Governmental Authority for the

account of any Lender pursuant to Section 2.17, then such Lender shall use

reasonable efforts to designate a different lending office for funding or

booking its Loans hereunder or to assign its rights and obligations hereunder to

another of its offices, branches or affiliates, if, in the sole judgment of such

Lender, such designation or assignment (iv) would eliminate or reduce amounts

payable under Section 2.15 or Section 2.17, as the case may be, in the future

and (v) would not subject such Lender to any unreimbursed cost or expense and

would not otherwise be disadvantageous to such Lender. The Borrower hereby

agrees to pay all costs and expenses incurred by any Lender in connection with

such designation or assignment.

SECTION 2.20 Letters of Credit.

(a) During the Availability Period, the Issuing Bank, in

reliance upon the agreements of the other Lenders pursuant to Section

2.20(d), agrees to issue, at the request of the Borrower, Letters of

Credit for the account of the Borrower on the terms and conditions

hereinafter set forth; provided that (i) each Letter of Credit shall

expire on the earlier of (A) the date one year after the date of

issuance of such Letter of Credit (or in the case of any renewal or

extension thereof, one year after such renewal or extension) and (B)

the date that is five (5) Business Days prior to the Maturity Date;

(ii) each Letter of Credit shall be in a stated amount of at least

$100,000; and (iii) the Borrower may not request any Letter of Credit,

if, after giving effect to such issuance (A) the aggregate LC Exposure

would exceed the LC Commitment or (B) the aggregate LC Exposure, plus

the aggregate outstanding Revolving Loans of all Lenders would exceed

the Aggregate Revolving Commitments. Upon the issuance of each Letter

of Credit each Lender shall be deemed to, and hereby irrevocably and

unconditionally agrees to, purchase from the Issuing Bank without

recourse a participation in such Letter of Credit equal to such

Lender's Pro Rata Share of the aggregate amount available to be drawn

under such Letter of Credit. Each issuance of a Letter of Credit shall

be deemed to utilize the Revolving Commitment of each Lender by an

amount equal to the amount of such participation.

(b) To request the issuance of a Letter of Credit (or any

amendment, renewal or extension of an outstanding Letter of Credit),

the Borrower shall give the Issuing Bank and the Administrative Agent

irrevocable written notice at least three (3) Business Days prior to

the requested date of such issuance specifying the date (which shall be

a Business Day) such Letter of Credit is to be issued (or amended,

extended or renewed, as the case may be), the expiration date of such

Letter of Credit, the amount of such Letter of Credit, the name and

address of the beneficiary thereof and such other information as shall

be necessary to prepare, amend, renew or extend such Letter of Credit.

In addition to the satisfaction of the conditions in Article III, the

issuance of such Letter of Credit (or any amendment which increases the

amount of such Letter of Credit) will be subject to the further

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conditions that such Letter of Credit shall be in such form and contain

such terms as the Issuing Bank shall approve and that the Borrower

shall have executed and delivered any additional applications,

agreements and instruments relating to such Letter of Credit as the

Issuing Bank shall reasonably require; provided, that in the event of

any conflict between such applications, agreements or instruments and

this Agreement, the terms of this Agreement shall control.

any Letter of Credit, the Issuing Bank will confirm with the

Administrative Agent (by telephone or in writing) that the

Administrative Agent has received such notice and if not, the Issuing

Bank will provide the Administrative Agent with a copy thereof. Unless

the Issuing Bank has received notice from the Administrative Agent on

or before the Business Day immediately preceding the date the Issuing

Bank is to issue the requested Letter of Credit directing the Issuing

Bank not to issue the Letter of Credit because such issuance is not

then permitted hereunder because of the limitations set forth in

Section 2.20(a) or that one or more conditions specified in Article III

are not then satisfied, then, subject to the terms and conditions

hereof, the Issuing Bank shall, on the requested date, issue such

Letter of Credit in accordance with the Issuing Bank's usual and

customary business practices.

(d) The Issuing Bank shall examine all documents purporting to

represent a demand for payment under a Letter of Credit promptly

following its receipt thereof. The Issuing Bank shall notify the

Borrower and the Administrative Agent of such demand for payment and

whether the Issuing Bank has made or will make a LC Disbursement

thereunder; provided, that any failure to give or delay in giving such

notice shall not relieve the Borrower of its obligation to reimburse

the Issuing Bank and the Lenders with respect to such LC Disbursement.

The Borrower shall be irrevocably and unconditionally obligated to

reimburse the Issuing Bank for any LC Disbursements paid by the Issuing

Bank in respect of such drawing, without presentment, demand or other

formalities of any kind. Unless the Borrower shall have notified the

Issuing Bank and the Administrative Agent prior to 11:00 a.m. (Eastern

Time) on the Business Day immediately prior to the date on which such

drawing is honored that the Borrower intends to reimburse the Issuing

Bank for the amount of such drawing in funds other than from the

proceeds of Revolving Loans, the Borrower shall be deemed to have

timely given a Notice of Borrowing to the Administrative Agent

requesting the Lenders to make a Base Rate Borrowing on the date on

which such drawing is honored in an exact amount due to the Issuing

Bank; provided that for purposes solely of such Borrowing, the

conditions precedents set forth in Section 3.2 hereof shall not be

applicable. The Administrative Agent shall notify the Lenders of such

Borrowing in accordance with Section 2.3, and each Lender shall make

the proceeds of its Base Rate Loan included in such Borrowing available

to the Administrative Agent for the account of the Issuing Bank in

accordance with Section 2.4. The proceeds of such Borrowing shall be

applied directly by the Administrative Agent to reimburse the Issuing

Bank for such LC Disbursement.

(e) If for any reason a Base Rate Borrowing may not be (as

determined in the sole discretion of the Administrative Agent), or is

not, made in accordance with the foregoing provisions, then each Lender

(other than the Issuing Bank) shall be obligated to fund the

participation that such Lender purchased pursuant to subsection (a) in

an amount equal to its Pro Rata Share of such LC Disbursement on and as

of the date which such Base Rate Borrowing should have occurred. Each

Lender's obligation to fund its participation shall be absolute and

unconditional and shall not be affected by any circumstance, including

without limitation (i) any setoff, counterclaim, recoupment, defense or

other right that such Lender or any other Person may have against the

Issuing Bank or any other Person for any reason whatsoever, (ii) the

existence of a Default or an Event of Default or the termination of the

Aggregate Revolving Commitments, (iii) any adverse change in the

condition (financial or otherwise) of the Borrower or any of its

Subsidiaries, (iv) any breach of this Agreement by the Borrower or any

other Lender, (v) any amendment, renewal or extension of any Letter of

Credit or (vi) any other circumstance, happening or event whatsoever,

whether or not similar to any of the

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foregoing. On the date that such participation is required to be

funded, each Lender shall promptly transfer, in immediately available

funds, the amount of its participation to the Administrative Agent for

the account of the Issuing Bank. Whenever, at any time after the

Issuing Bank has received from any such Lender the funds for its

participation in a LC Disbursement, the Issuing Bank (or the

Administrative Agent on its behalf) receives any payment on account

thereof, the Administrative Agent or the Issuing Bank, as the case may

be, will distribute to such Lender its Pro Rata Share of such payment;

provided, that if such payment is required to be returned for any

reason to the Borrower or to a trustee, receiver, liquidator, custodian

or similar official in any bankruptcy proceeding, such Lender will

return to the Administrative Agent or the Issuing Bank any portion

thereof previously distributed by the Administrative Agent or the

Issuing Bank to it.

(f) To the extent that any Lender shall fail to pay any amount

required to be paid pursuant to paragraph (d) of this Section 2.20 on

the due date therefore, such Lender shall pay interest to the Issuing

Bank (through the Administrative Agent) on such amount from such due

date to the date such payment is made at a rate per annum equal to the

Federal Funds Rate; provided that if such Lender shall fail to make

such payment to the Issuing Bank within three (3) Business Days of such

due date, then, retroactively to the due date, such Lender shall be

obligated to pay interest on such amount at the Default Rate.

(g) If any Event of Default shall occur and be continuing, on

the Business Day that the Borrower receives notice from the

Administrative Agent or the Required Lenders demanding the deposit of

cash collateral pursuant to this paragraph, the Borrower shall deposit

in an account with the Administrative Agent, in the name of the

Administrative Agent and for the benefit of the Lenders, an amount in

cash equal to the LC Exposure as of such date plus any accrued and

unpaid interest thereon; provided, that the obligation to deposit such

cash collateral shall become effective immediately, and such deposit

shall become immediately due and payable, without demand or notice of

any kind, upon the occurrence of any Event of Default with respect to

the Borrower described in clause (g) or (h) of Section 8.1. Such

deposit shall be held by the Administrative Agent as collateral for the

payment and performance of the obligations of the Borrower under this

Agreement. The Administrative Agent shall have exclusive dominion and

control, including the exclusive right of withdrawal, over such

account. Other than any interest earned on the investment of such

deposits, which investments shall be made at the option and sole

discretion of the Administrative Agent and at the Borrower's risk and

expense, such deposits shall not bear interest. Interest and profits,

if any, on such investments shall accumulate in such account. Moneys in

such account shall applied by the Administrative Agent to reimburse the

Issuing Bank for LC Disbursements for which it had not been reimbursed

and to the extent so applied, shall be held for the satisfaction of the

reimbursement obligations of the Borrower for the LC Exposure at such

time or, if the maturity of the Loans has been accelerated, with the

consent of the Required Lenders, be applied to satisfy other

obligations of the Borrower under this Agreement. If the Borrower is

required to provide an amount of cash collateral hereunder as a result

of the occurrence of an Event of Default, such amount (to the extent

not so applied as aforesaid) shall be returned to the Borrower within

three (3) Business Days after all Events of Default have been cured or

waived.

(h) Promptly following the end of each fiscal quarter, the

Issuing Bank shall deliver (through the Administrative Agent) to each

Lender and the Borrower a report describing the aggregate Letters of

Credit outstanding at the end of such fiscal quarter. Upon the request

of any Lender from time to time, the Issuing Bank shall deliver to such

Lender any other information reasonably requested by such Lender with

respect to each Letter of Credit then outstanding.

(i) The Borrower's obligation to reimburse LC Disbursements

hereunder shall be absolute, unconditional and irrevocable and shall be

performed strictly in accordance with the terms of

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this Agreement under all circumstances whatsoever and irrespective of

any of the following circumstances:

(i) Any lack of validity or enforceability of any

Letter of Credit or this Agreement;

(ii) The existence of any claim, set-off, defense or

other right which the Borrower or any Subsidiary or Affiliate

of the Borrower may have at any time against a beneficiary or

any transferee of any Letter of Credit (or any Persons or

entities for whom any such beneficiary or transferee may be

acting), any Lender (including the Issuing Bank) or any other

Person, whether in connection with this Agreement or the

Letter of Credit or any document related hereto or thereto or

any unrelated transaction;

(iii) Any draft or other document presented under a

Letter of Credit proving to be forged, fraudulent or invalid

in any respect or any statement therein being untrue or

inaccurate in any respect;

(iv) Payment by the Issuing Bank under a Letter of

Credit against presentation of a draft or other document to

the Issuing Bank that does not comply with the terms of such

Letter of Credit;

(v) Any other event or circumstance whatsoever,

whether or not similar to any of the foregoing, that might,

but for the provisions of this Section, constitute a legal or

equitable discharge of, or provide a right of setoff against,

the Borrower's obligations hereunder; or

(vi) The existence of a Default or an Event of

Default.

Neither the Administrative Agent, the Issuing Bank, the Lenders nor any Related

Party of any of the foregoing shall have any liability or responsibility by

reason of or in connection with the issuance or transfer of any Letter of Credit

or any payment or failure to make any payment thereunder (irrespective of any of

the circumstances referred to above), or any error, omission, interruption, loss

or delay in transmission or delivery of any draft, notice or other communication

under or relating to any Letter of Credit (including any document required to

make a drawing thereunder), any error in interpretation of technical terms or

any consequence arising from causes beyond the control of the Issuing Bank;

provided, that the foregoing shall not be construed to excuse the Issuing Bank

from liability to the Borrower to the extent of any direct damages (as opposed

to consequential damages, claims in respect of which are hereby waived by the

Borrower to the extent permitted by applicable law) suffered by the Borrower

that are caused by the Issuing Bank's failure to exercise care when determining

whether drafts or other documents presented under a Letter of Credit comply with

the terms thereof. The parties hereto expressly agree, that in the absence of

gross negligence or willful misconduct on the part of the Issuing Bank (as

finally determined by a court of competent jurisdiction), the Issuing Bank shall

be deemed to have exercised care in each such determination. In furtherance of

the foregoing and without limiting the generality thereof, the parties agree

that, with respect to documents presented that appear on their face to be in

substantial compliance with the terms of a Letter of Credit, the Issuing Bank

may, in its sole discretion, either accept and make payment upon such documents

without responsibility for further investigation, regardless of any notice or

information to the contrary, or refuse to accept and make payment upon such

documents if such documents are not in strict compliance with the terms of such

Letter of Credit.

(j) Each Letter of Credit shall be subject to the Uniform

Customs and Practices for Documentary Credits (1993 Revision),

International Chamber of Commerce Publication No. 500, as

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the same may be amended from time to time, and, to the extent not

inconsistent therewith, the governing law of this Agreement set forth

in Section 10.5.

SECTION 2.21 Increase of Revolving Commitments; Additional Lenders.

(a) So long as no Default or Event of Default has occurred and

is continuing, Borrower may, from time to time during the term of this

Agreement, upon prior notice to the Administrative Agent (which shall

promptly notify each Lender following its receipt thereof), propose to

increase the Aggregate Revolving Commitments from $150,000,000 up to an

aggregate amount that would not exceed $200,000,000 (the amount of any

such increase referred to herein as the "ADDITIONAL COMMITMENT

AMOUNt"). Each Lender shall have the right for a period of ten (10)

Business Days following receipt of such notice to elect by written

notice to the Borrower and the Administrative Agent to increase its

Revolving Commitment by a principal amount equal to its Pro Rata Share

of the Additional Commitment Amount. No Lender shall have any

obligation to increase its Revolving Commitment and any decision by a

Lender to increase its Revolving Commitment shall be made in its sole

discretion independently from any other Lender. Any Lender which does

not respond within such ten (10) Business Day period shall be deemed to

have advised the Administrative Agent and the Borrower that it elected

not to increase its Revolving Commitment.

(b) If any one or more Lenders shall elect not to increase its

Revolving Commitment pursuant to subsection (a) of this Section (each a

"NON-CONSENTING LENDER"), the Administrative Agent shall, promptly

after the end of such ten (10) Business Day period or promptly after

the date the Administrative Agent shall have received all written

responses from the Lenders, whichever shall occur first, notify all

other Lenders (the "CONSENTING LENDERS") of the amount of the

Additional Commitment Amount that remains unsubscribed (the

"UNSUBSCRIBED AMOUNT"). Each such Consenting Lender shall have the

right for a period of five (5) Business Days following receipt of such

notice to elect by written notice to the Borrower and the

Administrative Agent to increase its Revolving Commitment by a

principal amount up to the remaining Unsubscribed Amount. The sum of

the increases in the Revolving Commitments of the Consenting Lenders

pursuant to subsections (a) and (b) of this Section shall not in the

aggregate exceed the Additional Commitment Amount; provided that if

accepted by the Borrower, and subject to the right of any Consenting

Lender to promptly revoke its prior election to increase its Revolving

Commitment in such event, such increases in the Revolving Commitments

of the Consenting Lenders may exceed the Unsubscribed Amount (but shall

in no event cause the Aggregate Revolving Commitments in effect to

exceed $200,000,000). If the sum of the additional increases in the

Revolving Commitments of the Consenting Lenders pursuant to this

subsection (b) exceeds the Unsubscribed Amount, or any greater amount

accepted by the Borrower as provided in the immediately preceding

sentence, then the additional increases in Revolving Commitments

pursuant to this subsection (b) shall be reduced pro-rata such that

amount of the Con

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