reports required to be filed by AmSurg with the Securities and Exchange
Commission. Such Services will be provided in a manner and at a time
consistent with services provided by AHC under the Letter Agreement.
1.2 Services Not Included. The Services described in Section 1.1
do not include (a) additional outside professional services or fees needed to
review the referenced tax returns or consultations with outside accounting and
tax advisors on specific issues and questions or the costs of AmSurg's annual
independent audit, (b) accounting and financial services in connection with any
offering of securities or acquisition on behalf of AmSurg or any of its
Subsidiaries, as provided below, (c) services and costs as a result of changes
and modifications requested by AmSurg, (d) services and costs in connection
with the conversion to new systems implemented by AmSurg, and (e) services and
costs in connection with any audit of AmSurg's tax returns. Any services and
costs referred to in clauses (b), (c), (d) and (e) of this Section 1.2 may be
provided if specifically agreed by AHC and AmSurg in a written agreement
identifying such services and costs and the fees therefor. Any such services
and costs so agreed to are referred to herein as "Additional Services."
1.3 Compensation for Services.
(a) As compensation for the Services, AmSurg shall pay
(i) A fixed fee of $4,166.67 per month during the
Transition Period, and
(ii) A variable fee of $625.00 per month for each
accounting unit identified on Schedule A hereto during the Transition Period.
(b) As compensation for any Additional Services, AmSurg
will pay to AHC the fees agreed to by AHC and AmSurg in the written agreement
referred to in Section 1.2(b) above relating to such Additional Services.
1.4 Payment. AmSurg shall pay all amounts payable pursuant to
Section 1.3 hereof by check or by wire transfer of immediately available funds
into an account designated by AHC. Each such payment shall be made in arrears
on the fifth day of the calendar month following the provision of the Services
or Additional Services.
1.5 Responsibility for Accuracy and Integrity. It is understood
and agreed, and AmSurg hereby acknowledges, that AmSurg has sole responsibility
for the accuracy and integrity of the financial statements and tax returns
prepared by AHC. AmSurg will provide oversight and review on a timely basis of
the Services and any Additional Services provided by AHC.
1.6 Transition Period. The Services and any Additional Services
will be provided during the period (the "Transition Period") beginning on the
date hereof and ending on the earlier of (a) the end of the twelfth
consecutive month following the date hereof, or (b) the date as of which AmSurg