SEC Filings

10-12G
AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
 
<PAGE>   12


                          (ii)      Eurodollar Deposits Unavailable or Interest
                 Rate Unascertainable. In the event that the Lender shall have
                 reasonably determined (which determination shall be conclusive
                 and binding on the parties hereto, absent demonstrable error)
                 that deposits of the necessary amount for the relevant
                 LIBOR-Based Rate Period are not available to Lender in the
                 London Eurodollar market or that, by reason of circumstances
                 affecting such market, adequate and reasonable means do not
                 exist for ascertaining the LIBOR-Based Rate applicable to such
                 period or term, as the case may be, or that the application or
                 use of the LIBOR-Based Rate would be impracticable as a result
                 of a contingency occurring after the Closing Date that
                 materially and adversely affects the London interbank market,
                 then Lender shall promptly give notice of such determination
                 to Borrower and (i) any notice of new LIBOR-Based Rate
                 selection previously given by Borrower and not yet converted
                 shall be deemed a selection of the Base Rate and (ii) the
                 existing LIBOR-Based Rate shall be converted to the Base Rate
                 on the last day of the then current LIBOR-Based Rate Period
                 with respect thereof.

                          (iii)     Changes in Law Rendering the LIBOR-Based
                 Rate Unlawful. If at any time due to any new law, treaty or
                 regulation, or any interpretation thereof by any governmental
                 or other regulatory authority charged with the administration
                 thereof, or for any other reason arising subsequent to the
                 date hereof, it shall become unlawful for Lender to offer,
                 charge or collect interest based on the LIBOR-Based Rate, the
                 obligation of Lender to provide the LIBOR-Based Rate shall,
                 upon the happening of such event, forthwith be suspended for
                 the duration of such illegality. Upon the happening of such
                 event, Lender shall notify Borrower thereof in writing, and
                 Borrower, at its election, shall, on the earlier of (i) the
                 last day of the then current LIBOR-Based Rate Period or (ii)
                 if required by such law, regulation or interpretation, on such
                 date as shall be specified in such notice, either convert the
                 unlawful LIBOR-Based Rate to the Base Rate or repay the
                 Revolving Credit Note, without penalty, to Lender in full,
                 together with all interest accrued thereon.

                          (iv)      Other Changes Rendering Use of LIBOR-Based
                 Rate a Severe Hardship. In the event that on any date after
                 the Closing Date Lender shall reasonably determine (which
                 determination shall be conclusive and binding on the parties
                 hereto, absent demonstrable error) that the use and/or
                 application of the LIBOR-Based Rate will cause the Lender
                 severe hardship as a result of a contingency occurring after
                 the date of this Agreement; then, and in





                                       12