SEC Filings

AMSURG CORP filed this Form 10-12G on 03/11/1997
Entire Document

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                                                                   EXHIBIT 10.5


         THIS AGREEMENT made as of the 9th day of June, 1996, between AMERICAN
HEALTHCORP, INC., a Delaware corporation, having an office at One Burton Hills
Boulevard, Nashville, Tennessee 37215 hereinafter referred to as "Landlord",


AMSURG CORP., a Tennessee corporation, having an office at One Burton Hills
Boulevard, Nashville, Tennessee 37215 hereinafter referred to as "Tenant",

         WHEREAS, Landlord, as lessee, entered into a sublease with Primus
Automotive Financial Services, Inc., as lessor, dated December 22, 1995, leasing
certain space on the third floor of the building at One Burton Hills Boulevard,
Nashville, Tennessee known as Burton Hills, Phase I, which sublease is
hereinafter referred to as the "Prime Lease" until it expires on March 15, 1997;

         WHEREAS, Landlord, as lessee, entered into a lease with Massachusetts
Mutual Life Insurance Company, as lessor, dated June 20, 1985, as amended by
instruments dated August 1, 1986, January 31, 1990, and June 30, 1994, which
lease will be amended further to include said third floor space beginning March
16, 1997, and which lease is hereinafter referred to as the "Prime Lease" from
and after March 16, 1997; and

         WHEREAS, the parties hereto have agreed that Landlord
 shall sublet
approximately 15,417 square feet of such space to Tenant;

        NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:

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         1. Landlord hereby leases to Tenant the 15,417 square feet, more or
less, of the space on the third floor of said building, shown on Exhibit A
attached hereto and made a part hereof, beginning on June 9, 1996, and ending on
December 31, 1999, unless sooner terminated in accordance herewith, yielding and
paying to Landlord a rent at the rate set forth on the attached Exhibit B.

         Tenant shall pay the rent and additional rent provided for hereunder in
equal monthly installments in advance and without demand on the first day of
each and every month during the term.

         2. The demised premises shall be used for offices and for no other

         3. Tenant shall not assign this lease nor sublet the demised premises
in whole or in part and shall not permit Tenant's interest in this lease to be
vested in any third party by operation of law or otherwise. 

         4. If Landlord shall be charged for additional rent or other sums with
respect to the demised premises pursuant to the provisions of the Prime Lease,
Tenant shall be liable for 78.31% of such additional rent or sums. If any such
rent or sums shall be due to additional use by Tenant of electrical current in
excess of Tenant's proportionate part of additional use in the premises demised
under the Prime Lease, such excess shall be paid in entirety by Tenant. If
Tenant shall procure any additional services from the building, such as
alterations or after-hour air conditioning, Tenant shall pay for same at the
rates charged therefor by the Prime Landlord and shall make such payment to the
Landlord or Prime Landlord, as Landlord shall direct.

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         Landlord may also make certain leasehold improvements from time to time
for the benefit of Tenant. The parties will agree from time to time on
additional payments to be made to Landlord by Tenant to reimburse Landlord for
such improvements.

         Any rent or other sums payable by Tenant under this Article 4 shall be
additional rent and collectable as such. If Landlord shall receive any refund of
additional rent, Tenant shall be entitled to the return of so much thereof as
shall be attributable to prior payments by Tenant.

         5. This lease is subject to and subordinate to the Prime Lease. Except
as may be inconsistent with the terms hereof, all the terms, covenants, and
conditions in the Prime Lease contained shall be applicable to this Agreement
with the same force and effect as if Landlord were the lessor under the Prime
Lease and Tenant were the lessee thereunder; and in case of any breach hereof by
Tenant, Landlord shall have all the rights against Tenant as would be available
to the lessor against the lessee under the Prime Lease if such breach were by
the lessee thereunder.

         6. Notwithstanding anything herein contained, the only services or
rights to which Tenant is entitled hereunder are those to which Landlord is
entitled under the Prime Lease and that for all such services and rights Tenant
will look to the lessor under the Prime Lease.

         7. Tenant shall neither do nor permit anything to be done which would
cause the Prime Lease to be terminated or forfeited by reason of any right of
termination or forfeiture reserved or vested in the lessor under the Prime
Lease, and Tenant shall indemnify and hold Landlord harmless from and against
all claims of any kind whatsoever by reason of any breach or default on the part
of Tenant by reason of which the Prime Lease may be terminated or forfeited.

         8. Tenant represents that it has read and is familiar with the terms of
the Prime Lease.

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         9. All prior understandings and agreements between the parties are
merged within this Agreement, which alone fully and completely sets forth the
understanding of the parties; and this lease may not be changed or terminated
orally or in any manner other than by an agreement in writing and signed by the
party against whom enforcement of the change or termination is sought.

         10. Any notice or demand which either party may or must give to the
other hereunder shall be in writing and delivered personally or sent by
certified mail to the addresses set forth above. Either party may, by notice in
writing, direct that future notices or demands be sent to a different address.

         11. The covenants and agreements herein contained shall bind and inure
to the benefit of Landlord, the Tenant, and their respective executors,
administrators, successors, and assigns.

         IN WITNESS WHEREOF, the parties hereto have caused these present to be
executed as of the day and year first above written.

                                        AMERICAN HEALTHCORP, INC.

                                        By:  /s/ Henry D. Herr
                                        Its: Executive Vice President

                                        AMSURG CORP.

                                        By:  /s/ Ken P. McDonald
                                        Its: President

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                                   EXHIBIT B

      Period             Monthly Base Rental Rate    Total Base Rent Due for Period
      ------             ------------------------    ------------------------------
From            To
- ------------------
<S>                        <C>                                 <C>
06/10/96 - 06/30/96        $22,481.82 X 20/30                  $ 14,987.88
07/01/96 - 02/28/97         22,481.82 X 8 mos.                  179,854.56
03/01/97 - 03/15/97         22,481.82 X 15/31                    10,878.30
03/16/97 - 03/31/97         21,839.48 X 16/31                    11,271.99
04/01/97 - 12/31/97         21,839.48 X 9 mos.                  196,555.32
01/01/98 - 12/31/98         22,481.82 X 12 mos.                 269,781.87
01/01/99 - 12/31/99         23,124.16 X 12 mos.                 277,489.92