SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 11/03/1997
Entire Document
 
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                       SECOND 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 September 2, 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, as amended by a
First Amendment to Second Amended and Restated Loan Agreement dated as of May 5,
1997 (herein the Second Amended and Restated Loan Agreement, as amended, shall
be referred to as the "Loan Agreement").

         2. The Borrower desires that the Lenders increase the amount of the
indebtedness available under the Loan Agreement and related Revolving Credit
Notes.

         3. The Borrower, the Agent, and the Lenders desire to amend the Loan
Agreement as provided herein.

         NOW, THEREFORE, in consideration of the recitals and the mutual
agreements contained herein, the Borrower, the Agent, and the Lenders agree as
follows:

         1. The definition of "Revolving Credit Note" and "Revolving Credit
Notes" as set forth in Article I of the Loan Agreement shall be amended and
restated as follows:

                  "Revolving Credit Note" and "Revolving Credit Notes" means
         those Revolving Credit Notes executed by the Borrower payable to the
         order of each of the Lenders, each Revolving Credit Note being
         substantially in the form of Collective Exhibit C hereto and in the
         principal amount that each Lender's Pro Rata Share bears to
         $25,000,000, including all amendments, renewals, and extensions
         thereto.

         2. Section 2.01 of the Loan Agreement shall be amended and restated as
follows:

                  Section 2.01 The Revolving Credit Notes. Subject to the
         conditions and the terms of the Loan Documents and subject to the
         limitations of Section 2.11 set forth below, and in reliance upon the
         representations, warranties, and covenants set forth in the Loan
         Documents, the Lenders agree to extend the