SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
 
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in accordance with GAAP) or (ii) which have provided 20% or more of Consolidated
Net Earnings in the most recent fiscal year of the Company.

         "SUNTRUST" means Suntrust Bank, Nashville, NA.

         "SUNTRUST AGREEMENT" means that certain Amended and Restated Loan
Agreement between the Company and Suntrust, dated as of June 25, 1996, as
amended from time to time.

         "TRANSACTION FEE" shall have the meaning specified in paragraph 3 
hereof.

         "TRANSFEREE" shall mean any direct or indirect transferee of all or any
part of any Preferred Stock issued under this Agreement.

         "TRIGGERING EVENT" shall mean the occurrence of either

                  (a)      a Company Sale or

                  (b)      a Qualified Initial Public Offering.

         "WELFARE PLAN" shall mean an employee welfare benefit plan within the
meaning of section 3(1) of ERISA, maintained or contributed to by the Company or
an ERISA Affiliate.

          11. INDEMNIFICATION.

              11A. INDEMNIFICATION BY COMPANY. The Company agrees to indemnify,
defend, and hold the Purchasers harmless from and against all claims,
demands, losses, liabilities or judgments including, without limitation, all
interest, penalties, fines and other sanctions, and any reasonable costs or
expenses in connection therewith, including, without limitation, attorneys' fees
and expenses, arising out of or in connection with (i) the breach or failure by
the Company or its Subsidiaries to observe, pay or perform any of its or their
respective warranties, representations, covenants or agreements set forth herein
and (ii) any violation by the Company or its Subsidiaries of any applicable
statute, law or regulation relating to the environment or occupational health or
safety, or any material expenditures required to comply therewith.

              11B. INDEMNIFICATION BY PURCHASERS. The Purchasers hereby
agree to indemnify, defend, and hold the Company harmless from and against all
claims, demands, losses, liabilities or judgments, including, without
limitation, all interest, penalties, fines and other sanctions, and any
reasonable costs or expenses in connection therewith, including, without
limitation, attorneys' fees and expenses, arising out of or in connection with
the breach or failure by the Purchasers to observe, pay or perform any of the
warranties, representations, covenants or agreements set forth herein.


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