SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
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                                  EXHIBIT D


         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, a national bank (the "Lender"), as of this 25th day
of June, 1996.


         1.      The Borrower issued a certain Revolving Credit Note payable to
the order of Lender in the original principal amount of $5,000,000 dated as of
September 29, 1995, as amended and restated pursuant to an Amended and Restated
Credit Note dated February 24, 1996 (the "Note").

         2.      The Borrower desires that the Lender extend it additional
credit and amend certain of the terms of the Note.

         3.      The Borrower and the Lender desire to amend and restate the
Note in its entirety as follows:

         NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration, the parties hereto agree that the Note shall be
amended and restated in its entirety as follows:

                 FOR VALUE RECEIVED, AMSURG CORP., a Tennessee corporation
         (hereinafter referred to as "Borrower"), promises and agrees to pay to
         the order of SUNTRUST BANK, NASHVILLE, N.A. (formerly known as Third
         National Bank in Nashville) (the "Lender") at its offices in
         Nashville, Tennessee, or at such other place as may be designated in
         writing by the holder, in lawful money of the United States of
         America, the principal sum of Twelve Million and No/100 Dollars
         ($12,000,000) or so much thereof as may be advanced from time to time
         by the Lender, together with interest on the unpaid principal balance
         outstanding from time to time hereon computed from the date of each
         advance until maturity at the rate of interest set forth in that
         certain Amended and Restated Loan Agreement executed between Borrower
         and Lender dated June 25, 1996, as such may be amended from time to
         time (herein referred to as the "Loan Agreement").  Interest for each
         year shall be computed based upon a 360-day year.

                 So long as no default has occurred and is continuing hereunder
         and so long as no Event of Default or Default Condition has occurred
         and is continuing under the Loan Agreement, and subject to the terms
         of the Loan Agreement, the Borrower may borrow hereunder, repay such
         borrowings, and reborrow hereunder as provided in the Loan Agreement.
         Lender shall keep records of all borrowings and repayments.  Draws