AMENDED AND RESTATED LOAN AGREEMENT
ENTERED INTO by and between AMSURG CORP., a Tennessee corporation
(the "Borrower"), and SUNTRUST BANK, NASHVILLE, N.A., formerly known as Third
National Bank in Nashville (the "Lender"), as of this 25th day of June, 1996.
1. Borrower and Lender entered into a Loan Agreement dated as of
September 29, 1993, as amended by a First Amendment to Loan Agreement dated as
of December 27, 1993, as further amended by a Second Amendment to Loan
Agreement dated as of September 30, 1994, as further amended by a Third
Amendment to Loan Agreement dated as of February 24, 1995, as further amended
by a Fourth Amendment to Loan Agreement dated as of March 28, 1995, as amended
by a Fifth Amendment to Loan Agreement dated as of June 9, 1995, as amended by
an amendment dated October 12, 1995, and as further amended by a Seventh
Amendment to Loan Agreement dated December 11, 1995 (herein the Loan Agreement,
as amended, shall be referred to as the "Loan Agreement").
2. Borrower desires that the Lender extend it additional credit.
3. Borrower and Lender desire to amend and restate the Loan
Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration,
the parties hereto agree that the Loan Agreement is
amended and restated as follows:
Article I. Definitions.
As used in this Agreement, the following terms shall have the
following meanings, unless the context expressly otherwise requires:
The terms defined in this article have the meanings attributed to them
in this article. Singular terms shall include the plural as well as the
singular, and vice versa. Words of masculine, feminine or neuter gender shall
mean and include the correlative words of other genders.
All references herein to a separate instrument are to such separate
instrument as the same may be amended or supplemented from time to time
pursuant to the applicable provisions thereof.
All accounting terms not otherwise defined herein have the meanings
assigned to them, and all computations herein provided for shall be made, in
accordance with generally accepted accounting principles applied on a
consistent basis. All references herein to