SEC Filings

AMSURG CORP filed this Form 10-12G/A on 05/09/1997
Entire Document
<PAGE>   37

expenses of such counsel shall be borne by the Indemnitor and shall be advanced
by the Indemnitor to the Indemnitee as they are incurred.

         12. MISCELLANEOUS.

             12A. PAYMENTS. The Company agrees that, so long as the Purchasers
shall hold any Preferred Stock it will make payments, if any, with respect to
the Preferred Stock, in compliance with the terms of this Agreement, by wire
transfer of immediately available funds for credit to: (i) in the case of
Electra, NatWest Bank N.A., New York, New York, ABA No. 021 200339 for the
account of Electra Investment Trust, P.L.C., account number 2753 10 3670, (ii)
in the case of CHP, NationsBank, N.A., Washington, D.C., ABA No. 054001204 for
the checking account of Capitol Health Partners, L.P., account number
1933056188, (iii) in the case of Michael E. Stephens, Am South Bank, ABA No.
062000019, For Further Credit To Michael E. Stephens, Account No. 12781304 or
(iv) to such other account or accounts as the Purchasers or any other holder of
the Preferred Stock may designate in writing, notwithstanding any contrary
provision herein with respect to the place of payment. The Company agrees to
afford the benefits of this paragraph 12A to any Transferee which shall have
made the same agreement as the Purchasers have made in this paragraph 12A.

             12B. EXPENSES AND FEES. The Company agrees, provided the
transactions hereby contemplated shall be consummated, to pay, and save the
Purchasers and their Affiliates harmless against liability for the payment of,
all reasonable out-of-pocket expenses of the Purchasers arising in connection
with this Agreement, the Preferred Stock, the Other Agreements and the
transactions contemplated hereunder and thereunder, including, without
limitation, the following expenses incurred by Electra and/or CHP (the "Electra
Expenses" and the "CHP Expenses", respectively): (i) all document production and
duplication charges, (ii) all fees and expenses of Electra and CHP's counsel,
accounting firm and other advisers engaged by such Purchasers or any of their
Affiliates in connection with this Agreement and the Other Agreements and the
transactions contemplated hereunder and thereunder, (iii) all expenses,
including attorneys' fees and expenses, incurred by Electra or CHP or any of
their Affiliates or Transferees with respect to the enforcement of any rights or
provisions of any such agreement or instrument, or in responding to any subpoena
or other legal process issued in connection with such agreements and instruments
or the transactions contemplated hereunder or thereunder, or in connection with
any subsequent proposed modification of, or proposed consent under, this
Agreement or the Other Agreements, whether or not such proposed modification
shall be effected or proposed consent granted, and (iv) all expenses incurred in
connection with the printing of such agreements and instruments which may be
payable in respect of the execution and delivery of such agreements or
instruments, or the issuance, delivery or purchase by the Purchasers of any
shares of Preferred Stock.

             12C.  CONSENT TO AMENDMENT; WAIVERS. This Agreement may be amended
and the Company may take any action herein prohibited, or omit to perform any
act or covenant herein required to be performed by it, only if the Company shall
have obtained the written consent to such amendment, action or omission to act,
of the Required Holder(s), and each holder of any