SEC Filings

AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
<PAGE>   32

                 (d)      those matters referenced on Exhibit F and loans to
         Partnerships or LLC's; and

                 (e)      other investments not to exceed $500,000.

         Section 7.04 Dividends, Distributions, and Redemptions; Issuance of
Stock. (a) Excluding dividends paid to holders of Series A Redeemable Preferred
Stock as described in a Conditional Consent Agreement between Borrower and STB,
permit Borrower to declare or pay any dividend; nor permit any Subsidiary to
declare or pay any dividend to any Person other than Borrower or another
Subsidiary; or (b) permit Borrower or any Subsidiary to redeem any of its stock
or return capital to shareholders except through existing shareholder
agreements and future shareholder agreements with (i) Persons who are members
in an LLC or who are partners in a Partnership formed subsequent to the Closing
Date that acquire Voting Stock of Borrower, (ii) physicians or physician groups
that are affiliated with the partners in a Partnership or are affiliated with
the members in an LLC formed subsequent to the Closing Date; and (iii)
physicians and physician groups that enter into a business relationship with
the Borrower or a Subsidiary after the Closing Date regarding the development,
operation, or investment in an ambulatory surgery center.

         Section 7.05 Nature of Business.  (a) Suffer any material change to be
made in the character of its business as carried on at the Closing Date; or (b)
except as set forth on Exhibit F hereto, permit the Borrower to own less than
51% of the Voting Stock of any incorporated Subsidiary; or (c) except as set
forth on Exhibit G hereto, permit the Borrower or a Subsidiary of Borrower to
own less than 51% of the controlling ownership interest of any Partnership or

         Section 7.06 Further Acquisitions, Mergers, Etc. (a) Permit Borrower to
merge or consolidate with any other Person, except under conditions in which
the Borrower is the surviving entity and such merger or consolidation does not
cause the Borrower to be in violation of this Agreement; or (b) permit any
Subsidiary to merge or consolidate with any Person other than the Borrower or
any other Subsidiary; or (c) permit the Borrower, any Subsidiary, LLC, or
Partnership to dispose of substantially all of their respective Properties.

         Section 7.07 Proceeds of Loan.  Permit the proceeds of the Advances to
be used for any purpose other than those permitted under this Agreement.

         Section 7.08 Sale or Discount of Receivables.  Except to minimize
losses on bona fide debts previously contracted, discount or sell with
recourse, or sell for less than the greater of the face or market value
thereof, any of its notes receivable or Accounts.