SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
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                                                                    EXHIBIT 10.1


supplemented from time to time, this "Agreement") is made as of November __,
1997, by and between AmSurg Corp., a Tennessee corporation ("AmSurg"), and
American Healthcorp, Inc., a Delaware corporation ("AHC").


         WHEREAS, AHC and AmSurg are parties to that certain Amended and
Restated Distribution Agreement, dated as of November 3, 1997 (the
"Distribution Agreement"), pursuant to which, as of the date hereof, AHC has
distributed all of the shares of capital stock of AmSurg owned by AHC to the
stockholders of AHC (the "Distribution");

         WHEREAS, AHC is supplying to AmSurg and its Subsidiaries (as defined
herein) certain accounting and financial services pursuant to that certain
January 1, 1997 letter agreement between AHC and AmSurg, as amended (the
"Letter Agreement"); and

         WHEREAS, AHC and AmSurg desire that AHC continue to provide the same
types of accounting and financial services to AmSurg and its Subsidiaries on a
transition basis following the Distribution with the intent that AmSurg is to
acquire the personnel, systems and expertise necessary to become
self-sufficient in the provision of these
 services during the Transition Period
(as defined herein).

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound,
the parties agree that AHC shall provide certain services to AmSurg and its
Subsidiaries pursuant to the following terms and conditions:

                                   ARTICLE I

                              TRANSITION SERVICES

         1.1     Services During the Transition Period.  During the Transition
Period (as defined in Section 1.6), AHC shall provide the following accounting
and financial services with respect to the corporate office operations of
AmSurg (collectively, the "Services"):  (a) processing payroll and associated
payroll tax returns and accounts payable for the AmSurg corporate office, (b)
maintaining general accounting records for the AmSurg corporate operations and
the operations of its Subsidiaries, (c) preparing consolidated AmSurg financial
statements, (d) preparing such AmSurg corporate tax returns and the tax returns
of its Subsidiaries as may be required during the Transition Period, (e)
preparing such estimated tax reports for AmSurg and its Subsidiaries as may be
required during the Transition Period, and (f) preparing financial statements
in connection with periodic