SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
<PAGE>   65

                                  EXHIBIT D


                                                                        SUNTRUST
                                   TERM 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. (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 Three Million Three Hundred
Sixteen Thousand Five Hundred Ninety-Five and 93/100 Dollars ($3,316,595.93),
together with interest on the unpaid principal balance outstanding from time to
time hereon computed from the date hereof 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 based on
the basis of a year of 360 days for the actual number of days elapsed.

         This Note shall be repaid as follows:  (a) commencing on the tenth
(10th) day of April, 1997 and on the tenth (10th) day of each consecutive month
thereafter through and including May 10, 2000, the Borrower shall pay to Lender
an amount equal to $85,040.96, plus all then accrued interest; and (b) on June
10, 2000, this Note shall mature, and 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
interest permitted to be charged by applicable law or regulations, as amended
or enacted from time to time. In the event the Note calls for an interest
payment that exceeds the maximum lawful rate of interest then applicable, such
interest shall not be received, collected, charged, or reserved until such time
as that interest, together with all other interest then payable, falls within
the then applicable maximum lawful rate of interest. In the event the Lender,
or any subsequent holder, receives any such interest in excess of the then
maximum lawful rate of interest, such amount which would be excessive interest
shall be deemed a partial prepayment of principal and treated hereunder as
such, or, if the principal indebtedness evidenced hereby is paid in full, any
remaining excess funds shall immediately be paid to the Borrower. In
determining whether or not the interest paid or payable, under any specific
contingency, exceeds the maximum lawful rate of