SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                      FIRST AMENDMENT TO SECOND AMENDED
                         AND RESTATED LOAN AGREEMENT

     ENTERED INTO by and among AMSURG CORP., a Tennessee corporation (the
"Borrower"), SUNTRUST BANK, NASHVILLE, N.A., AGENT for the Lenders defined
herein ("Agent"), SUNTRUST BANK, NASHVILLE, N.A., a national bank ("STB"), and
NATIONSBANK OF TENNESSEE, N.A., a national bank ("NBT") (herein STB and NBT
shall be referred to as "Lenders"), as of this 6th day of May, 1997.

                                   RECITALS

     1. The Borrower, the Agent, and the Lenders entered into a Second Amended
and Restated Loan Agreement dated as of April 15, 1997 (herein the "Loan
Agreement").

     2. The Borrower, the Agent, and the Lenders desire to amend the Loan
Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the parties hereto agree as follows:

     1. Section 7.11(a) of the Loan Agreement shall be amended and restated as
follows:
       
        (a) Net Worth. Permit its Consolidated Net Worth as of March 31,  
        1997 to be less than $32,726,225; nor permit its Consolidated Net
        Worth as measured at the end of each Fiscal Quarter thereafter to
        be less than the sum of: (i) $32,726,225, plus (ii) the amount
        by which Borrower's additional paid-in capital exceeds $32,726,225,
        plus (iii) 75% of the net, after-tax earnings of the Borrower as
        determined on a consolidated basis.

     2. The Loan Agreement is not amended in any other respect.       

     3. The Borrower reaffirms its obligations under the Loan Agreement and
agrees that such obligations are valid and binding, enforceable in accordance
with their respective terms, subject to no defense, counterclaim or objection.

     ENTERED INTO as of the date first set forth above.

                                        BORROWER:

                                        AMSURG CORP., a Tennessee
                                          corporation


                                        By:  Claire M. Gulmi
                                            ---------------------------

                                        Title: CFO
                                              -------------------------

                                        AGENT:

                                        SUNTRUST BANK, NASHVILLE, N.A.,
                                          AGENT
                                             
                                        By: Karen Cole Ahern
                                            ----------------------------

                                        Title: GVP
                                               ------------------------- 

                                        LENDERS:

                                        SUNTRUST BANK, NASHVILLE, N.A

                                        By: Karen Cole Ahern
                                            ----------------------------

                                        Title: GVP
                                               -------------------------

                                        NATIONSBANK OF TENNESSEE, N.A.
                                           
                                        By: David H. Dupuy
                                            ----------------------------

                                        Title: VP
                                               -------------------------