SEC Filings

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


     This Amendment No. 2 ("Amendment") to the Registration Agreement
("Agreement"), dated as of April 2, 1992, as amended by Amendment No. 1 dated as
of November 30, 1992, is executed this 20th day of November, 1996 between AmSurg
Corp., a Tennessee corporation (the "Corporation") and the persons and entities
identified on Schedule 1 attached hereto (the "Investors").


     WHEREAS, the Corporation and certain of the Investors executed the
Agreement as of April 2, 1992, which was amended by Amendment No. 1 executed on
November 30, 1992; and

     WHEREAS, the Corporation and Electra Investment P.L.C., Capitol Health
Partners, L.P. and Michael E. Stephens ( the "Preferred Stock Purchasers") have
executed a Preferred Stock Purchase Agreement of even date herewith pursuant to
which the Preferred Stock Purchasers have purchased an aggregate of 1,500,000
shares of Series A Redeemable Preferred Stock and 1,250,000 shares of Series B
Convertible Preferred Stock (collectively, the "Preferred Stock"); and

     WHEREAS, as a condition to the purchase of the Preferred Stock by the
Preferred Stock Purchasers, the Corporation agreed to grant certain registration
rights to the Preferred Stock Purchasers with respect to the shares of Common
Stock issuable upon conversion of the Preferred Stock; and

     WHEREAS, the Investors are willing to execute this Amendment in order to
induce the Preferred Stock Purchasers to consummate the transactions
contemplated by the Purchase Agreement.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as follows:


     1.   Section 1 of the Agreement is hereby amended as follows:

               "Preferred Demand Registration" shall have the meaning in Section
          2(b) hereof.