SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document
<PAGE>   51

                 NOW, THEREFORE, in consideration of the premises and for other
good and valuable consideration, the parties hereto agree that the Notes 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 Five Million Seven Hundred Forty-Nine
         Thousand Two Hundred Forty-Five Dollars and 88/100 ($5,749,245.88),
         together with interest on the unpaid principal balance outstanding
         from time to time hereon computed from the date hereof 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.

                 This Note shall be repaid as follows:  (a) commencing on the
         tenth (10th) day of July, 1996 and on the tenth (10th) day of each
         consecutive month thereafter through and including May 10, 2000, the
         Borrower shall pay to Lender an amount equal to $119,776, plus all
         then accrued interest; and (b) on June 10, 2000, this Note shall
         mature, and the Borrower shall pay to Lender an amount equal to all
         outstanding principal, plus all then accrued interest.

                 This Note is subject to the terms of the Loan Agreement.

                 Notwithstanding any provision to the contrary, it is the
         intent of the Lender, the Borrower, and all parties liable on this
         Note, that neither the Lender nor any subsequent holder shall be
         entitled to receive, collect, reserve or apply, as interest, any
         amount in excess of the maximum lawful rate of interest permitted to
         be charged by applicable law or regulations, as amended or enacted
         from time to time. In the event the Note calls for an interest payment
         that exceeds the maximum lawful rate of interest then applicable, such
         interest shall not be received, collected, charged, or reserved until
         such time as that interest, together with all other interest then
         payable, falls within the then applicable maximum lawful rate of
         interest. In the event the Lender, or any subsequent holder, receives
         any such interest in excess of the then maximum lawful rate of
         interest, such amount which would be excessive interest shall be
         deemed a partial prepayment of principal and treated hereunder as
         such, or, if the principal indebtedness evidenced hereby is paid in
         full, any remaining

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