Section 7.09 Disposition of Assets. Dispose of any of its assets
having a material value other than in the ordinary course of its present
business upon terms standard in Borrower's industry; provided, however, that
Borrower, AmSurg West Tennessee, Inc., and AmSurg Holdings, Inc. may sell,
transfer, and convey their interests in the Digestive Clinic Ambulatory Surgery
Center in Jackson, Tennessee without the consent of Agent or of Lenders.
Section 7.10 Partnership Notes or LLC Notes. Forgive, cancel, amend,
alter, or seek to transfer any Partnership Notes or LLC Notes.
Section 7.11 Financial Covenants.
(a) Net Worth. Permit its Consolidated Net Worth as of
December 31, 1996 to be less than $31,396,401; nor permit its
Consolidated Net Worth as measured at the end of each Fiscal Quarter
thereafter to be less than the sum of: (i) $31,396,401, plus (ii) the
amount by which Borrower's additional paid in capital exceeds
$31,396,401, plus (iii) 75% of the net, after-tax earnings of the
Borrower as determined on a consolidated basis from the immediately
preceding Fiscal Year.
(b) Funded Debt to EBITDA. As calculated on the last day
of each Fiscal Quarter, permit the ratio of Funded Debt, plus amounts
attributable to capital leases to EBITDA to be greater than 2.75 to
(c) Funded Debt to Capitalization. As calculated on the
last day of each Fiscal Quarter, permit the ratio of Borrower's Funded
Debt (as determined on a consolidated basis but excluding Minority
Interest), to Capitalization to be greater than .5 to 1.0.
(d) Debt Service Coverage Ratio. As calculated on the
last day of each Fiscal Quarter, permit the ratio of EBITDA to an
amount equal to: (i) Interest Expense, plus (ii) current payments of
long term Debt to be less than 1.8 to 1.0.
(e) For the purpose of calculating EBITDA in parts (b)
and (d) above, EBITDA shall be calculated on an annualized, trailing
six (6) month basis and it shall include the EBITDA of any Acquisition
so long as the calculation thereof is done in a manner reasonably
calculated to comply with GAAP. For the purpose of calculating
Interest Expense in part (d) above, Interest Expense shall be
calculated on a trailing twelve (12) month basis. For the purpose of
calculating EBITDA in parts (a), (b) and (d) above, the amount
attributable to EBITDA shall exclude a pre-tax amount up to $500,000
in spinoff costs.