REVOLVING CREDIT NOTE
FOR VALUE RECEIVED, AMSURG CORP., a Tennessee corporation (hereinafter
referred to as "Borrower"), promises and agrees to pay to the order of SUNTRUST
BANK, NASHVILLE, N.A., a national bank (the "Lender") at the Nashville,
Tennessee offices of SunTrust Bank, Nashville, N.A., Agent (the "Agent"), in
lawful money of the United States of America, the principal sum of Ten Million
Six Hundred Fifty Thousand and no/100 Dollars ($10,650,000), or so much thereof
as may be advanced from time to time by the Lender, together with interest on
the unpaid principal balance outstanding from time to time hereon computed from
the date of each advance until maturity at the rate of interest set forth in
that certain Second Amended and Restated Loan Agreement executed among
Borrower, Lender, NationsBank of Tennessee, N.A., and Agent dated April 15,
1997, as such may be amended from time to time (herein referred to as the "Loan
Agreement"). Interest for each year shall be computed on the basis of a year
of 360 days for the actual number of days elapsed.
So long as no default has occurred and is continuing hereunder and so
long as no Event of Default or Default Condition has occurred and is continuing
under the Loan Agreement, and subject to the terms of the Loan Agreement, the
Borrower may borrow hereunder, repay such borrowings, and reborrow hereunder as
provided in the Loan Agreement. Lender shall keep records of all borrowings and
repayments. Draws under this Note shall be evidenced by such documentation as
required by Article II of the Loan Agreement.
Advances under this Note shall be made pursuant to the procedure
specified in the Loan Agreement.
This Note shall be repaid as follows:
(a) Commencing on the tenth (10th) day of May, 1997, and on
the tenth day of each consecutive month through and including March
10, 1999, the Borrower shall pay to Lender an amount equal to all then
accrued interest; and
(b) On April 15, 1999, this Note shall mature at which time
the Borrower shall pay to Lender an amount equal to all outstanding
principal, plus all then accrued interest.
This Note is subject to the terms of the Loan Agreement.
Notwithstanding any provision to the contrary, it is the intent of the
Lender, the Borrower, and all parties liable on this Note, that neither the
Lender nor any subsequent holder shall be entitled to receive, collect, reserve
or apply, as interest, any amount in excess of the maximum lawful rate of