SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
<PAGE>   30

shall use the same procedures and methods employed by Borrower, each
Subsidiary, each LLC, each Partnership, and each partnership and LLC not
borrowing funds from the Borrower in preparing the Financial Statements
delivered to STB prior to the date of this Agreement.  All references contained
herein to calculations of or determinations affecting Borrower (on a
consolidated basis) shall refer to the Borrower, each Subsidiary, each LLC,
each Partnership, and each Person that prepares financial statements under

         Section 6.14 Partnership Notes and LLC Notes, Etc.  The Borrower shall
assign to Agent and grant Agent for the benefit of Lenders a first perfected
security interest in all Partnership Notes, Partnership Note Collateral, LLC
Notes, and LLC Note Collateral to secure repayment of the Indebtedness and the
Obligations pursuant to such documentation as reasonably required by Agent.

         Section 6.15 Additional Guarantees. Within thirty (30) days after the
Borrower acquires or forms a Subsidiary, the Borrower shall cause such new
Subsidiary to execute a Guarantee in the form of the Guarantees executed by the
Guarantors, and to deliver to Agent such Guarantees and other documents,
instruments and items with respect thereto that are similar to those documents,
instruments and items delivered by the Guarantors with regard to their
Guarantees.  Additionally, in such case Agent shall be entitled to receive, at
Borrower's option, either: (a) copy of duly certified corporate resolutions of
each guaranty authorizing the execution of the Guaranty, together with a
certificate of good standing containing no matters objectionable to Lender, or
(b) a counsel's opinion letter issued by counsel acceptable to Agent regarding
such matters involving the new Guarantor as may be reasonably required by
Agent. Immediately upon any Person becoming a Subsidiary, Borrower shall give
notice thereof to Agent. Borrower shall pay the costs and expenses, including
without limitation Agent's legal fees and expenses, in connection with the
preparation, negotiation, execution and review of the Guaranty of such
Subsidiary and the other items described in this Section.

Article VII. Negative Covenants.

         Borrower covenants and agrees that, during the term of this Agreement
and any extensions hereof and until the Indebtedness has been paid and
satisfied in full, unless Agent shall otherwise first consent in writing,
neither Borrower, nor any Subsidiary, nor any LLC, nor any Partnership, nor any
other partnership or LLC in which Borrower or a Subsidiary owns an interest
will, either directly or indirectly:

         Section 7.01 Debts, Guaranties, and Other Obligations. Incur, create,
assume, or in any manner become or be liable with respect to any Debt; provided
that subject to all other provisions of this Article VII, the foregoing
prohibitions shall not apply to: