SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   33

         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
         1.0.

                 (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.





                                    -33-