SEC Filings

10-12G/A
AMSURG CORP filed this Form 10-12G/A on 05/21/1997
Entire Document
 


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                                                                     EXHIBIT 3.1

                          AMENDED AND RESTATED CHARTER
                                       OF
                                  AMSURG CORP.

         Pursuant to the provisions of Section 48-20-107 of the Tennessee
Business Corporation Act, the undersigned corporation hereby amends and
restates its Charter to supersede the original Charter and any and all prior
amendments thereto as follows:

         The name of the corporation is: AmSurg Corp.

I.       The text of the Amended and Restated Charter is as follows:

         1.      The name of the corporation (hereinafter called the
                 "Corporation") is AmSurg Corp.

         2.      The Corporation is for profit.

         3.      The duration of the Corporation is perpetual.

         4.      The street address and zip code of the Corporation's principal
office in Tennessee shall be:

                                  One Burton Hills Boulevard
                                  Suite 350
                                  Nashville, TN 37215
                                  County of Davidson

         5.      (a)  The name of the Corporation's registered agent is Claire
M. Gulmi.

                 (b)  The street address, zip code, and county of the
Corporation's registered office and registered agent in Tennessee shall be:

                                  One Burton Hills Boulevard
                                  Suite 350
                                  Nashville, TN 37215
                                  County of Davidson

         6.      The Corporation is organized to do any and all things and to
exercise any and all powers, rights, and privileges that a corporation may now
or hereafter be organized to do, or to exercise, under the Tennessee
 Business
Corporation Act, as amended.

   
         7.      The aggregate number of shares of capital stock the
Corporation is authorized to issue is [35,540,000] shares, of which [5,540,000]
shares shall be Class B Common Stock, no par value, [25,000,000] shares shall
be Class A Common Stock, no par value (collectively the "Common
    


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Stock"), and 5,000,000 shares shall be preferred stock, no par value (the
"Preferred Stock") of which 500,000 shares are designated as Series A
Redeemable Preferred Stock and 416,666 shares are designated as Series B
Convertible Preferred Stock.
    


         The preferences, limitations, and relative rights of the above classes
of stock shall be as follows:

(1)      Series A Redeemable Preferred Stock. There shall be a series of
Preferred Stock to be known and designated as Series A Redeemable Preferred
Stock.  The number of shares constituting such series shall be 500,000.  Set
forth below in this Section (1) of Article 7 is a statement of the designations
and the powers, preferences and rights, and the qualifications, limitations or
restrictions thereof.  All subsection references contained herein shall be to
this Section (1) of Article 7.

         (a)     Dividends.

                          (i)     During the period prior to and including
                 November 20, 1998, holders of Series A Redeemable Preferred
                 Stock shall be entitled to no dividends.  Thereafter, holders
                 of Series A Redeemable Preferred Stock shall be entitled to a
                 cash dividend per share in an amount, per annum, equal to
                 eight percent (8%) of the purchase price per share, payable in
                 arrears in installments on the first day of each calendar
                 quarter and from funds legally available therefor.  The
                 dividends provided for hereunder shall be cumulative and to
                 the extent they are not paid as provided for herein because
                 funds are not legally available therefor or otherwise, they
                 shall be paid as soon as funds are legally available therefor
                 and before any dividends or other distribution (including
                 distributions made as a result of any reorganization,
                 reclassification, merger, consolidation or disposition of
                 assets) are made to holders of the Corporation's Common Stock
                 but subject to the rights, preferences and privileges of any
                 other series of Preferred Stock then issued and outstanding.
                 The dividends hereunder shall be entitled to a liquidation
                 preference pursuant to Subsection (b).

                          (ii)    In the event that the enforcement of any
                 right or remedy accorded to the holders of the Series A
                 Redeemable Preferred Stock upon an Event of Default as set
                 forth in the Purchase Agreement would violate or be restricted
                 by any covenant contained in any instrument relating to any
                 Debt of the Corporation to Suntrust Bank, Nashville, N.A.
                 ("Suntrust"), or any amendment, extension, refunding or
                 refinancing thereof, and upon written request by the
                 Corporation to each holder, the holders shall refrain from
                 asserting any such right or remedy.  For so long as the Event
                 of Default remains uncured, or in the event that Suntrust or
                 any other lender to the Corporation refuses to consent to the
                 payment of the dividend set forth in Subsection (a)(i), the
                 holders shall be entitled to a cash dividend per share in an
                 amount, per annum, equal to fourteen-percent (14%) of the
                 purchase price per share, payable in arrears and installments
                 on the first day of each calendar quarter and from funds
                 legally available

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                 therefore.  The dividends provided for hereunder shall be
                 cumulative and, to the extent they are not paid as provided
                 for herein because funds are not legally available therefor or
                 otherwise, they shall be paid as soon as funds are legally
                 available therefor and before any dividends or other
                 distributions (including distributions made as a result of any
                 reorganization, reclassification, merger, consolidation or
                 disposition of assets) are made to holders of the
                 Corporation's Common Stock, but subject to the rights,
                 preferences and privileges of any other series of Preferred
                 Stock then issued and outstanding.  Upon cure by the
                 Corporation of such Event of Default, or upon consent by each
                 lender whose consent is necessary for the payment of a
                 dividend, and upon payment of all due or accrued dividends,
                 the cumulative dividend per share under this Subsection
                 (a)(ii) shall thereupon be reduced to the dividend, if any, to
                 which the holder would be entitled absent an Event of Default,
                 or upon consent by all such lenders.  The dividends hereunder
                 shall be entitled to a liquidation preference pursuant to
                 Subsection (b).

         (b)     Liquidation.  Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Series A
Redeemable Preferred Stock will be entitled to be paid out of the assets of the
Corporation available for distribution to shareholders (whether from capital,
surplus or earnings), before any distribution or payment is made upon any other
Junior Securities, an amount in cash equal to the aggregate Liquidation Value
of all Series A Redeemable Preferred Stock outstanding, and the holders of the
Series A Redeemable Preferred Stock will not be entitled to any further
payment.  If, upon any such liquidation, dissolution or winding up of the
Corporation, the assets of the Corporation to be distributed among the holders
of the Series A Redeemable Preferred Stock are insufficient to permit payment
to such holders of the aggregate amount to which they are entitled, then the
entire assets of the Corporation to be distribution to such holders will be
distributed ratably among such holders based upon the aggregate Liquidation
Value of the Series A Redeemable Preferred Stock held by each such holder.  The
Corporation will mail written notice of such liquidation, dissolution or
winding up, not less than thirty (30) days prior to the payment date stated
therein, to each record holder of Series A Redeemable Preferred Stock.  Neither
the consolidation or merger of the Corporation into or with any other
corporation or corporations, nor the sale or transfer by the Corporation of all
or any part of its assets, nor the reduction of the capital stock of the
Corporation, will be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Subsection (b).

         (c)     Stock Combinations and Subdivisions.  Subject to the rights,
preferences and privileges of any Common Stock and other series of Preferred
Stock outstanding from time to time and to the immediately following sentence,
in the event the Corporation in any manner subdivides or combines the
outstanding shares of any class of common stock, the Series A Redeemable
Preferred Stock shall automatically be combined or subdivided in such manner as
may be permitted by applicable law so that following such an event, the
conversion rate, ownership interests and voting interests of the Series A
Redeemable Preferred Stock shall be equitably preserved.  Series A Redeemable
Preferred Stock shall not be combined or subdivided unless at the same time
there is a





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proportionate combination or subdivision of all other classes and series of
capital stock of the Corporation.

         (d)     Voting.  The holders of Series A Redeemable Preferred Stock
shall be entitled to vote as a separate class on all such matters as may be
required by law to be submitted to such holders as a separate class and shall
have the following additional rights:

                          (i)     no amendment, modification or waiver will be
                 binding or effective with respect to any provision of this
                 Charter unless approved by the affirmative vote of the holders
                 of at least two-thirds of the outstanding shares of Series A
                 Redeemable Preferred Stock voting together as a separate
                 class; and

                          (ii)    the affirmative vote of the holders of
                 two-thirds of the outstanding shares of Series A Redeemable
                 Preferred Stock voting together as a separate class shall be
                 necessary to increase the number of authorized shares of
                 Preferred Stock or authorize or issue any additional shares of
                 any series of Preferred Stock or any shares of capital stock
                 of the Corporation of any class, or any security or
                 obligations convertible into any capital stock of the
                 Corporation of any class, other than the Corporation's Series
                 B Convertible Preferred Stock, in each case ranking on a
                 parity with or senior to the Series A Redeemable Preferred
                 Stock as to distribution of assets in liquidation or in the
                 right of payment of dividends.

                 In all other matters, subject to voting rights that may be
                 granted to holders of other classes or series of Preferred
                 Stock and Common Stock outstanding from time to time, the
                 holders of Series A Redeemable Preferred Stock shall vote
                 together with the holders of Common Stock and the holders of
                 all other series of Preferred Stock as a single class.  In all
                 matters that the holders of Series A Redeemable Preferred
                 Stock are entitled to so vote, such holders shall be entitled
                 to .25 votes per share of Series A Redeemable Preferred Stock.

                          (iii)  With respect to the election of members to the
                 Board of Directors (each, a "Director"), the Purchasers of
                 Series A Redeemable Preferred Stock and the Purchasers of
                 Series B Convertible Preferred Stock pursuant to the Purchase
                 Agreement, voting together as a separate class, shall be
                 entitled to elect one (1) Director under the circumstances
                 described below in this Subsection (d)(iii).  In addition, the
                 Purchasers of Series A Redeemable Preferred Stock and the
                 Purchasers of Series B Convertible Preferred Stock, voting
                 together as a separate class, shall be entitled to vote on the
                 removal, with or without cause, of any Director elected by
                 them pursuant to this Subsection (d)(iii).  Any vacancy in the
                 office of a Director elected by the Purchasers of Series A
                 Redeemable Preferred Stock and Purchasers of Series B
                 Convertible Preferred Stock may be filled by a vote of such
                 Purchasers voting together as a separate class.  In the
                 absence of a vote within 30 days, any such vacancy may be
                 filled by the remaining Directors.  Any Directors elected by
                 the Board





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                 of Directors to fill a vacancy shall serve until the next
                 annual meeting of shareholders and until his successor has
                 been duly elected and qualified.  The rights of the Purchasers
                 hereunder shall commence on May 31, 2000 if a Qualified IPO
                 has not occurred before that date and shall terminate
                 thereafter upon the occurrence of a Qualified IPO.

         (e)     Optional Conversion.

                          (i)     Notwithstanding anything in Subsection (f) to
                 the contrary, at the option of the holders of the Series A
                 Redeemable Preferred Stock and upon the occurrence of a
                 Conversion Event, and for a period of thirty (30) days
                 thereafter, each holder of record of Series A Redeemable
                 Preferred Stock may, in such holder's sole discretion and at
                 such holder's option, convert any whole number or all of such
                 holder's shares of Series A Redeemable Preferred Stock into
                 fully paid and non-assessable shares of Class A Common Stock
                 at a rate equal to the Conversion Rate.  Any such conversion
                 may be effected by a holder of Series A Redeemable Preferred
                 Stock surrendering, on a date no later than thirty (30) days
                 after the occurrence of a Conversion Event, such holder's
                 certificate or certificates for the shares of Series A
                 Redeemable Preferred Stock to be converted, duly endorsed, at
                 the office of the Corporation or any transfer agent for the
                 Series A Redeemable Preferred Stock together with a written
                 notice to the Corporation at such office that such holder
                 elects to convert all or a specified number of shares of
                 Series A Redeemable Preferred Stock and stating the name or
                 names in which such holder desires the certificate or
                 certificates for such shares of Class A Common Stock to be
                 issued.  Promptly thereafter, the Corporation shall issue and
                 deliver to such holder or such holder's nominee or nominees, a
                 certificate or certificates for the number of shares of Class
                 A Common Stock to which such holder shall be entitled as
                 provided for herein.  Such conversion shall be deemed to have
                 been made at 12:01 a.m., local time on the day of such
                 surrender and the person or persons entitled to receive the
                 shares of Class A Common Stock issuable on such conversion
                 shall be treated for all purposes as the record holder or
                 holders of such shares of Class A Common Stock on that date.
                 The Corporation shall pay all taxes and other charges in
                 respect of the issuance of shares of Class A Common Stock upon
                 any such conversion; provided, however, that the Corporation
                 shall not be required to pay any tax which may be payable in
                 respect of any transfer involved in the issuance and delivery
                 of the shares of the Class A Common Stock in a name other than
                 that in which the shares of Series A Redeemable Preferred
                 Stock so converted were registered.

                          (ii)    The Corporation shall at all times reserve
                 and keep available out of the authorized and unissued shares
                 of Class A Common Stock, solely for the purpose of effecting
                 the conversion of issued and outstanding shares of Series A
                 Redeemable Preferred Stock such number of shares of Class A
                 Common Stock as shall from time to time be sufficient to
                 effect the conversion of all issued and outstanding shares of





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                 Series A Redeemable Preferred Stock and if, at any time, the
                 number of authorized and unissued shares of Class A Common
                 Stock shall not be sufficient to effect conversion of the then
                 issued and outstanding shares of Series A Redeemable Preferred
                 Stock, the Corporation shall take such corporate action as may
                 be necessary to increase the number of authorized and unissued
                 shares of Class A Common Stock to such number as shall be
                 sufficient for such purposes.

         (f)     Optional Redemption

                          (i)     The Corporation may, at the option of the
                 Board of Directors at any time and from time to time, pursuant
                 to notice to each holder thereof, redeem from funds of the
                 Corporation legally available therefor, all or part of the
                 outstanding Series A Redeemable Preferred Stock at a price
                 equal to the Redemption Price.

                          (ii)    The Corporation shall give written notice
                 (the "Redemption Notice") by mail, postage prepaid, to all
                 holders of Series A Redeemable Preferred Stock no later than
                 forty-five (45) days prior to the date specified for
                 redemption therein (the "Redemption Date").  The Redemption
                 Notice shall specify the Redemption Date, the Redemption Price
                 and the aggregate number of shares offered to be redeemed by
                 the Corporation (the "Redeemed Shares").  If the Redemption
                 Notice specifies less than all of the issued and outstanding
                 shares of Series A Redeemable Preferred Stock as Redemption
                 Shares, the shares of each holder which will be redeemed will
                 equal the product of (x) the number of Redemption Shares and
                 (y) the number of shares owned by each holder divided by the
                 number of all issued and outstanding shares of Series A
                 Redeemable Preferred Stock.  No later than ten (10) days prior
                 to the Redemption Date, the Corporation shall give written
                 notice by mail, postage prepaid, to each holder of the Series
                 A Redeemable Preferred Stock calling upon each such
                 shareholder to surrender to the Corporation on the Redemption
                 Date at the location designated in the notice such holder's
                 certificate or certificates representing the shares of Series
                 A Redeemable Preferred Stock to be redeemed by the
                 Corporation.  Each holder shall surrender to the Corporation
                 the certificate or certificates evidencing such shares on the
                 Redemption Date at the location designated in such notice.
                 Upon tendering such certificate or certificates, each such
                 holder shall be entitled to receive full payment of the
                 Redemption Price.  From and after the Redemption Date (unless
                 default shall be made by the Corporation in duly paying the
                 Redemption Price, in which event all of the rights of the
                 holders of such shares shall continue), the holders of the
                 shares of Series A Redeemable Preferred Stock so redeemed
                 shall cease to have any rights as shareholders of the
                 Corporation with respect to those shares except the right to
                 receive the Redemption Price upon surrender of the applicable
                 certificate or certificates.  Such shares shall thereafter be
                 transferred to the Corporation to be held as treasury stock on
                 the books of the Corporation and shall not be deemed
                 outstanding for any purpose whatsoever until such time, if at
                 all, that the Corporation reissues any such shares.





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         (g)     Mandatory Redemption.

                          (i)     The Corporation shall redeem, from funds of
                 the Corporation legally available therefor, all of the
                 outstanding Series A Redeemable Preferred Stock at a price
                 equal to the Redemption Price on the earlier to occur of (a) a
                 Mandatory Redemption Event or (b) the Sixth Anniversary (each,
                 a "Mandatory Redemption Event").

                          (ii)    The Corporation shall give written notice
                 (the "Redemption Notice") by mail, postage prepaid, to all
                 holders of Series A Redeemable Preferred Stock no later than
                 thirty-five (35) days prior to the anticipated date of a
                 Mandatory Redemption Event.  The Redemption Notice shall
                 specify the date of redemption, which date shall be on or no
                 more than five (5) days prior to the anticipated date of the
                 Mandatory Redemption Event (the "Redemption Date"), the
                 Redemption Price and the aggregate number of shares being
                 redeemed by the Corporation (which, subject to legally
                 available funds therefor, shall be all of the issued and
                 outstanding shares of Series A Redeemable Preferred Stock),
                 and shall call upon each holder of Series A Redeemable
                 Preferred Stock to surrender to the Corporation on the
                 Redemption Date at the location specified in the notice, such
                 holders' certificate or certificates evidencing such shares.
                 Upon tendering such certificate or certificates, each
                 shareholder shall be entitled to receive full payment of the
                 Redemption Price.  From and after the Redemption Date (unless
                 default shall be made by the Corporation in duly paying the
                 Redemption Price, in which event all of the rights of the
                 holders of such shares shall continue), the holders of the
                 shares of Series A Redeemable Preferred Stock so redeemed
                 shall cease to have any rights as shareholders of the
                 Corporation with respect to those shares except the right to
                 receive the Redemption Price upon surrender of the applicable
                 certificate or certificates. Such shares shall thereafter be
                 transferred to the Corporation to be held as treasury stock on
                 the books of the Corporation and shall not be deemed
                 outstanding for any purpose whatsoever until such time, if at
                 all, that the Corporation reissues any such shares.

         (h)     Definitions.  For the purposes of this Section (1) of Article
7 the following terms shall have the following meanings:

                 "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which commercial banks in Nashville, Tennessee are
         required or authorized by law to be closed.

                 "Common Stock" shall mean collectively the Corporation's
         authorized shares of Class A Common Stock, no par value and Class B
         Common Stock, no par value.

                 "Conversion Event" shall mean the earlier to occur of (i) that
         date which is sixty (60) days after a Spin Off or (ii) upon a
         Qualified IPO.





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                 "Conversion Rate" shall mean:

                          (i)     if the optional conversion is triggered by a
                 Spin Off, then the Conversion Rate shall equal (x) the
                 Liquidation Value per share of the Series A Redeemable
                 Preferred Stock, divided by (y) the average closing price per
                 share of Class A Common Stock on the Nasdaq National Market
                 System for the period commencing on the forty-sixth (46th) day
                 following the consummation of the Spin Off and ending on the
                 fifteenth (15th) day thereafter; and

                          (ii)    if the optional conversion is triggered by
                 the occurrence of a Qualified IPO, then the Conversion Rate
                 shall equal (x) the Liquidation Value per share of the Series
                 A Redeemable Preferred Stock, divided by (y) the price per
                 share of Class A Common Stock in the Qualified IPO.

                 "Exchange Act" shall mean the Securities Exchange Act of 1934,
         as amended    from time to time.

                 "Independent Auditors" shall mean Deloitte & Touche, LLP or
         another "big six" accounting firm.

                 "Junior Security" means Common Stock and any other equity
         security (other than the Series A Redeemable Preferred Stock),
         including the Series B Convertible Preferred Stock, of any kind which
         the Corporation at any time issues or is authorized to issue.

                 "Liquidation Value" of any share of Series A Redeemable
         Preferred Stock as of any particular date will be the purchase price
         amount of such Stock plus accrued and unpaid dividends, if any.

                 "Mandatory Redemption Event" shall mean the earliest to occur
         of:  (a) the sale, lease or other disposition by the Company of all or
         substantially all of the assets of the Corporation; (b) a merger or
         consolidation of the Corporation with or into another entity in a
         transaction in which the shareholders of the Corporation own less than
         fifty percent (50%) of the voting securities of the surviving or
         resulting corporation immediately after such merger or consolidation;
         (c) the sale, transfer or other disposition by the Company of all or
         substantially all of the capital stock of the Corporation (including,
         without limitation, any and all shares, interests, rights to purchase,
         warrants, options, participation or other equivalents of or in
         (however designated) capital stock of the Corporation; or (d) a
         Qualified IPO.

                 "Preferred Stock" shall mean the Corporation's authorized
         shares of preferred stock, no par value.





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                 "Purchase Agreement" shall mean the Preferred Stock Purchase
         Agreement, dated as of November 20, 1996, by and among the
         Corporation, Electra Investment Trust PLC, Capitol Health Partners,
         L.P. and Michael E. Stephens.

                 "Purchasers" shall mean Electra Investment Trust PLC, Capitol
         Health Partners, L.P. and Michael E. Stephens.

                 "Qualified IPO" means (i) an initial public offering of Class
         A Common Stock of the Corporation yielding net cash proceeds to the
         Corporation of at least $25,000,000 or (ii) in the event the
         Corporation has completed a Spin Off, a public offering of Class A
         Common Stock of the Corporation yielding net cash proceeds to the
         Corporation and/or its shareholders of at least $20,000,000.

                 "Redemption Price" for any shares of Series A Redeemable
         Preferred Stock as of any particular date shall mean an amount equal
         to the Liquidation Value.

                 "Secondary Registration" means the offer and sale of
         securities to the public by or on behalf of one or more of the holders
         of the Corporation's securities pursuant to a registration statement
         filed by the Corporation with, and declared effective by, the
         Commission.

                 "Sixth Anniversary" shall mean November 20, 2002.

                 "Spin Off" means the recapitalization of all of the issued and
         outstanding Common Stock in a "reorganization" with the meaning of
         Section 368(a)(i)(E) of the Internal Revenue Code of 1986, as amended
         (the "Code"), and the distribution of all shares of Common Stock held
         by American Healthcorp, Inc. ("AHC") pro rata among the shareholders
         of AHC in a tax-free distribution under Section 355 of the Code.

         (i)     Notices.  All written communications provided for hereunder
shall be sent by first-class mail or nationwide overnight delivery service
(with charges prepaid) or via receipted facsimile transmission and shall be
directed to the relevant party at its address stated below:

                 If to Electra:
                                  Electra Investment Trust PLC
                                  65 Kingsway
                                  London, England  WC2B 6QT
                                  Attention:  Philip J. Dyke, Company Secretary
                                  Telecopy No.: 011-44-71-404-5388





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                 with copies to:
                                  Electra, Inc.
                                  70 East 55th Street
                                  New York, New York  10022
                                  Attention:  Scott D. Steele
                                  Telecopy No.:  (212) 319-3069

                                  and

                                  Willkie Farr & Gallagher
                                  One Citicorp Center
                                  153 East 53rd Street
                                  New York, New York  10022
                                  Attention:  Peter J. Hanlon, Esq.
                                  Telecopy No.:  (212) 821-8111

                 If to CHP:
                                  Capitol Health Partners, L.P.
                                  3000 P Street, N.W.
                                  Washington, D.C.  20005
                                  Attention:  Debora A. Guthrie
                                  Telecopy No.:  (202) 965-2344

                 with copies to:
                                  Manatt, Phelps & Phillips, LLP
                                  1501 M Street N.W.
                                  Washington, D.C.  20009
                                  Attention:  Joseph F. Kelly, Jr.
                                  Telecopy No.:  (202) 463-4394

                 If to Michael E. Stephens:
                                  One Perimeter Park South
                                  Suite 100N
                                  Birmingham, AL  35243
                                  Telecopy No.:  (205) 970-6524





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                 with copies to:
                                  Bradley, Arant Rose & White
                                  2001 Park Place
                                  Suite 1400
                                  Birmingham, AL  35203
                                  Attention:  Thomas Carruthers
                                  Telecopy No.: (205)252-0264

                 If to any other holder of any shares of Preferred Stock
         addressed to such holder at such address as such other holder shall
         have specified to the Company in writing or, if any such other holder
         shall not have so specified an address to the Company, then addressed
         to such other holder in care of the last holder of such shares of
         Preferred Stock which shall have so specified an address. Each party
         may, by notice given hereunder, designate any further or different
         addresses to which subsequent notices, certificates or other
         communications shall be sent.

                 If to the Corporation:
                                  AmSurg Corp.
                                  One Burton Hills Boulevard
                                  Suite 350
                                  Nashville, TN 37215
                                  Attention: Claire M. Gulmi
                                  Telecopy No. (615) 665-0755

                 with copies to:
                                  Bass, Berry & Sims PLC
                                  2700 First American Center
                                  Nashville, TN 37238
                                  Attention: Cynthia Y. Reisz
                                  Telecopy No. (615) 742-6293

         (j)     Registration of Transfer. The Corporation shall keep at its
principal office (or such other place as the Corporation designates) a register
for the registration of shares of Series A Redeemable Preferred Stock of the
Corporation. Upon the surrender of any certificate representing shares of
Series A Redeemable Preferred Stock at such place, the Corporation shall, at
the request of the registered holder of such certificate, execute and deliver a
new certificate or certificates in exchange therefor representing in the
aggregate the number of shares of Series A Redeemable Preferred Stock
represented by the surrendered certificate (and the Corporation forthwith shall
cancel such surrendered certificate), subject to the requirements of applicable
securities laws and to any restrictions on transfer (including without
limitation, those referred to in any legend on the certificate so surrendered).
Each such new certificate shall be registered in such name and shall represent
such number of shares of Series A Redeemable Preferred Stock as is requested by
the holder of the surrendered certificate and shall be substantially identical
in form to the surrendered certificate.  The





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issuance of new certificates shall be made without charge to the holders of the
surrendered certificates for any issuance tax in respect thereof or other cost
incurred by the Corporation in connection with such issuance; provided,
however, that the Corporation shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the holder of the surrendered
certificate.

         (k)     Replacement.  Upon receipt of evidence reasonably satisfactory
to the Corporation (an affidavit of the registered holder shall be
satisfactory) of the ownership and the loss, theft, destruction or mutilation
of any certificate evidencing one or more shares of Series A Redeemable
Preferred Stock and, in the case of any such loss, theft or destruction, upon
receipt of an unsecured indemnity agreement satisfactory to the Corporation or,
in the case of any such mutilation, upon surrender of such certificate, the
Corporation shall execute and deliver in lieu of such certificate a new
certificate of like kind representing the number of shares of Series A
Redeemable Preferred Stock represented by such lost, stolen, destroyed or
mutilated certificate and dated the date of such lost, stolen, destroyed or
mutilated certificate.

         (l)     Restrictive Legend.  The Series A Redeemable Preferred Stock,
and all shares of Class A Common Stock issued upon conversion hereof, shall be
stamped or otherwise imprinted with a legend in substantially the following
form:


                 "THE SECURITIES  REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH
         SECURITIES AND ANY SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE
         SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE
         REGISTRATION STATEMENT UNDER SUCH ACT AND ANY APPLICABLE STATE
         SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
         COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED."

   
(2)      Series B Convertible Preferred Stock. There shall be a series of
Preferred Stock to be known and designated as Series B Convertible Preferred
Stock. The number of shares constituting such series shall be 416,666. Set
forth below in this Section (2) of Article 7 is a statement of the designations
and the powers, preferences and rights, and the qualifications, limitations or
restrictions thereof.   All subsection references contained herein shall be to
this Section (2) of Article 7.
    

         (a)     Dividends.  The holders of the Series B Convertible Preferred
Stock shall be entitled to receive, from funds legally available therefor, such
dividends as may be declared by the Board of Directors from time to time.

         (b)     Liquidation.  Upon any voluntary or involuntary liquidation,
dissolution or winding up of the Corporation, the holders of the Series B
Convertible Preferred Stock will be entitled to be paid out of the assets of
the Corporation available for distribution to shareholders (whether from





                                       12

<PAGE>   13

capital, surplus or earnings), before any distribution or payment is made upon
any other Junior Securities, an amount in cash equal to the aggregate
Liquidation Value of all Series B Convertible Preferred Stock outstanding, and
the holders of the Series  B Convertible Preferred Stock will not be entitled
to any further payment. If, upon any such liquidation, dissolution or winding
up of the Corporation, the assets of the Corporation to be distributed among
the holders of the Series B Convertible Preferred Stock are insufficient to
permit payment to such holders of the aggregate amount to which they are
entitled, then the entire assets of the Corporation to be distributed to such
holders will be distributed ratably among such holders based upon the aggregate
Liquidation Value of the Series B Convertible Preferred Stock held by each such
holder. The Corporation will mail written notice of such liquidation,
dissolution or winding up, not less than thirty (30) days prior to the payment
date stated therein, to each record holder of Series B Convertible Preferred
Stock. Neither the consolidation or merger of the Corporation into or with any
other corporation or corporations, nor the sale or transfer by the Corporation
of all or any part of its assets, nor the reduction of the capital stock of the
Corporation, will be deemed to be a liquidation, dissolution or winding up of
the Corporation within the meaning of this Subsection (b).

         (c)     Stock Combinations and Subdivisions.  Subject to the rights,
preferences and privileges of any Common Stock and other series of Preferred
Stock outstanding from time to time and to the immediately following sentence,
in the event the Corporation in any manner subdivides or combines the
outstanding shares of any class of common stock, the Series B Convertible
Preferred Stock shall automatically be combined or subdivided in such manner as
may be permitted by applicable law so that following such an event, the
conversion rate, ownership interest and voting interests of the Series B
Convertible Preferred Stock shall be equitably preserved.  Series B Convertible
Preferred Stock shall not be combined or subdivided unless at the same time
there is a proportionate combination or subdivision of all other classes and
series of capital stock of the Corporation.

         (d)     Voting.  The holders of Series B Convertible Preferred Stock
shall be entitled to vote as a separate class on all such matters as may be
required by law to be submitted to such holders as a separate class and shall
have the following additional rights:

                          (i)     no amendment, modification or waiver will be
                 binding or effective with respect to any provision of this
                 Designation unless approved by the  affirmative vote of the
                 holders of at least two-thirds of the outstanding shares of
                 Series B Convertible Preferred Stock voting together as a
                 separate class; and

                          (ii)    the affirmative vote of the holders of
                 two-thirds of the outstanding shares of Series B Convertible
                 Preferred Stock voting together as a separate class shall be
                 necessary to increase the number of authorized shares of
                 Preferred Stock or authorize or issue any additional shares of
                 any series of Preferred Stock or any shares of capital stock
                 of the Corporation of any class, or any security or
                 obligations convertible into any capital stock of the
                 Corporation of any class, in each case ranking





                                       13

<PAGE>   14

                 on a parity with or senior to the Series B Convertible
                 Preferred Stock as to distribution of assets in liquidation or
                 in right of payment of dividends.

                 In all other matters, subject to voting rights that may be
                 granted to holders of other classes or series of Preferred
                 Stock and Common Stock outstanding from time to time, the
                 holders of Series B Convertible Preferred Stock shall vote
                 together with the holders of Common Stock and the holders of
                 all other series of Preferred Stock as a single class. In all
                 matters that the holders of Series B Convertible Preferred
                 Stock are entitled to so vote, such holders initially shall be
                 entitled to 1.05 votes per share of Series B Convertible
                 Preferred Stock. In the event that the number of Fully-Diluted
                 shares of Class A Common Stock into which the Series B
                 Convertible Preferred Stock is convertible increases above
                 1,797,647, then for each such additional Fully-Diluted share,
                 the aggregate voting rights of the holders of Series B
                 Convertible Preferred Stock shall increase by one vote.

                          (iii)   With respect to the election of members to
                 the Board of Directors (each, a "Director"), the Purchasers of
                 Series A Redeemable Preferred Stock and the Purchasers of
                 Series B Convertible Preferred Stock pursuant to the Purchase
                 Agreement, voting together as a separate class, shall be
                 entitled to elect one (1) Director under the circumstances
                 described in this Subsection (d)(iii).  In addition, the
                 Purchasers of Series A Redeemable Preferred Stock and the
                 Purchasers of Series B Convertible Preferred Stock, voting
                 together as a separate class, shall be entitled to vote on the
                 removal, with or without cause, of any Director elected by
                 them pursuant to this Subsection (d)(iii).  Any vacancy in the
                 office of a Director elected by the Purchasers of Series A
                 Redeemable Preferred Stock and Purchasers of Series B
                 Convertible Preferred Stock may be filled by a vote of such
                 Purchasers voting together as a separate class.  In the
                 absence of such a vote within 30 days, any such vacancy may be
                 filled by the remaining Directors.  Any Directors elected by
                 the Board of Directors to fill a vacancy shall serve until the
                 next annual meeting of shareholder and until his successor has
                 been duly elected and qualified.  The rights of the Purchasers
                 hereunder shall commence on May 31, 2000, if a Qualified IPO
                 has not occurred before that date and shall terminate
                 thereafter upon the occurrence of a Qualified IPO.

         (e)     Conversion.

                          (i)     Upon the occurrence of a Triggering Event,
                 all of the issued and outstanding shares of Series B
                 Convertible Preferred Stock shall be automatically converted
                 into that number of fully paid and nonassessable shares of
                 Class A Common Stock at the Conversion Rate.

                 The Class A Common Stock shall be allocated among the holders
                 of Series B Convertible Preferred Stock on a pro-rata basis in
                 accordance with their respective





                                       14

<PAGE>   15

                 percentage ownership of Series B Convertible Preferred Stock.
                 Notwithstanding Subsection (e)(ii) below, such conversion
                 shall be deemed to have been made at 12:01 a.m. on the day of
                 the date on which the Triggering Event occurs, and the holders
                 of shares of Series B Convertible Preferred Stock shall be
                 treated for all purposes as the record holders of such shares
                 of Class A Common Stock on that date.

                          (ii)    Any conversion provided for in this
                 Subsection (e) shall be effected by the holders of Series B
                 Convertible Preferred Stock surrendering their certificates
                 for such shares, duly endorsed, at the office of the
                 Corporation or any transfer agent for the Series B Convertible
                 Preferred Stock, together with written notices stating the
                 name or names in which each such holder desires the
                 certificate or certificates for such shares of Class A Common
                 Stock to be issued. Promptly thereafter, the Corporation shall
                 issue and deliver to such holders or such holders' nominees, a
                 certificate or certificates for the number of shares of Class
                 A Common Stock to which such holder shall be entitled in
                 accordance with the foregoing provisions. The Corporation
                 shall pay all taxes and other charges in respect of the
                 issuance of shares of Class A Common Stock upon any such
                 conversion; provided, however, that the Corporation shall not
                 be required to pay any tax which may be payable in respect of
                 any transfer involved in the issuance and delivery of the
                 shares of the Class A Common Stock in a name other than that
                 in which the shares of Series B Convertible Preferred Stock so
                 converted were registered.

                          (iii)   The Corporation shall at all times reserve
                 and keep available out of the authorized and unissued shares
                 of Class A Common Stock, solely for the purpose of effecting
                 the conversion of issued and outstanding shares of Series B
                 Convertible Preferred Stock, such number of shares of Class A
                 Common Stock as shall from time to time be sufficient to
                 effect the conversion of all issued and outstanding shares of
                 Series B Convertible Preferred Stock and if, at any time, the
                 number of authorized and unissued shares of Class A Common
                 Stock shall not be sufficient to effect conversion of the then
                 issued and outstanding shares of Series B Convertible
                 Preferred Stock, the Corporation shall take such corporate
                 action as may be necessary to increase the number of
                 authorized and unissued shares of Class A Common Stock to such
                 number as shall be sufficient for such purposes.

         (f)     Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets.

                          (i)     All of the issued and outstanding shares of
                 Class B Convertible Preferred Stock may be converted at the
                 Current Market Price per share into shares of Class A Common
                 Stock in accordance with the applicable provisions of
                 Subsection (e) in the event the Corporation shall reorganize
                 its capital pursuant to a spin off or otherwise, reclassify
                 its capital stock, consolidate or merge with or into another
                 corporation (where there is a change in or distribution with
                 respect to the Class A Common Stock of the Corporation), or
                 sell, transfer or otherwise dispose of all of its





                                       15

<PAGE>   16

                 property, assets or business to another corporation other than
                 in a Company Sale (a "Reorganization Event"). If pursuant to
                 the terms of such Reorganization Event, shares of common stock
                 of the successor or acquiring corporation, or any cash, shares
                 of stock or other securities or property of any nature
                 whatsoever (including warrants or other subscription or
                 purchase rights) in addition to or in lieu of common stock of
                 the successor or acquiring corporation (herein referred to as
                 "Other Property"), are to be received by or distributed to the
                 holders of Class A Common Stock of the Corporation, each
                 holder of Series B Convertible Preferred Stock shall have the
                 right thereafter to receive, after giving effect to such
                 conversion, the number of shares of common stock of the
                 successor or acquiring corporation or of the corporation, if
                 it is the surviving Corporation, and Other Property receivable
                 upon or as a result of such Reorganization Event by a holder
                 of the number of shares of Class A Common Stock for which such
                 Series B Convertible Preferred Stock is convertible
                 immediately prior to such event. For purposes of this
                 Subsection (f), "common stock of the successor or acquiring
                 corporation" shall include stock of such corporation of any
                 class which is not preferred as to dividends or assets over
                 any other class of stock of such corporation and which is not
                 subject to redemption and shall also include any evidences of
                 indebtedness, shares of stock or other securities which are
                 convertible into or exchangeable for any such stock, either
                 immediately or upon the arrival of a specified date or the
                 happening of a specified event, and any warrants, options or
                 other rights to subscribe for or purchase any such stock.  The
                 foregoing provisions of this Subsection (f) shall similarly
                 apply to successive Reorganization Events.

                          (ii)    Upon the occurrence of any Reorganization
                 Event, the Corporation shall forthwith prepare a certificate
                 to be executed by the chief financial officer of the
                 Corporation setting forth, in reasonable detail, the events
                 described therein and the number of shares or Other Property
                 receivable by the holders of the Series B Convertible
                 Preferred Stock. The Corporation shall promptly cause a signed
                 copy of such certificate to be delivered to each holder of
                 Series B Convertible Preferred Stock no later than 5 days
                 prior to the anticipated occurrence of such event. In
                 addition, holders of Series B Convertible Preferred Stock
                 shall be entitled to the same rights to receive notice of
                 corporate action as any holder of Class A Common Stock.

         (g)     Put to the Corporation. 

                          (i)     If, by November 20, 2002 (the "Put Date"),
                 there shall not have occurred a Triggering Event, then the
                 holders of Series B Convertible Preferred Stock shall have the
                 right to sell to the Corporation all of the issued and
                 outstanding shares of Series B Convertible Preferred Stock,
                 and the Corporation shall have the obligation to purchase from
                 such holders any of such shares so put to the Corporation, at
                 the price (the "Put Price") equal to the Current Market Price.





                                       16

<PAGE>   17

                          (ii)    Holders of Series B Convertible Preferred
                 Stock shall exercise their right to require the Corporation to
                 purchase their shares as provided for in Subsection (g)(i) by
                 delivering a written notice to the Corporation (the "Notice")
                 no later than thirty (30) days after the Put Date. Within
                 thirty (30) days after receipt by the Corporation of any such
                 Notice, the Corporation shall deliver to each holder of Series
                 B Convertible Preferred Stock so exercising its rights under
                 this Subsection (g) the Put Price to which said holder is
                 entitled, as determined hereunder, in exchange for the stock
                 certificate(s) evidencing all of the shares of Series B
                 Convertible Preferred Stock, duly endorsed for transfer to the
                 Corporation. In the event that the Corporation is unable to
                 purchase all of the shares of Series B Convertible Stock put
                 to it hereunder due to lack of funds legally available
                 therefor or otherwise, the Corporation shall purchase from the
                 holders thereof, on a pro-rata basis, that number of shares
                 which it is able to purchase using funds legally available
                 therefor, and shall purchase any remaining shares at such time
                 as funds are legally available therefor.

         (h)     Definitions.  For purposes of this Section (2) of Article 7
         the following terms shall have the following meanings:

                 "Appraised Value" shall mean, in respect of any share of Class
         A Common Stock as of any date herein specified, the fair saleable
         value of such share of Class A Common Stock determined without giving
         effect to a discount for (i) a minority interest or (ii) any lack of
         liquidity of the Class A Common Stock or to the fact that the
         Corporation may have no class of equity registered under the Exchange
         Act as of the last day of the most recent fiscal quarter end  (within
         60 days prior to such date specified) based upon the value of the
         Corporation as determined upon negotiation in good faith between the
         holders of a majority of the Series B Convertible Preferred Stock and
         the Corporation or, in the absence of an agreement between such
         persons within five business days (or such longer period as agreed to
         by such  persons), by an investment banking firm satisfactory to both
         the Corporation and the holders of a majority of the Series B
         Convertible Preferred Stock.  The Corporation shall retain, at its
         sole cost, such investment banking firm as may be necessary for the
         determination of Appraised Value.

                 "Business Day" shall mean any day other than a Saturday,
         Sunday or a day on which commercial banks in Nashville, Tennessee are
         required or authorized by law to be closed.

                 "Commission" means the Securities and Exchange Commission.

                 "Common Equivalent Shares" shall have the meaning set forth in
         the Shareholders' Agreement, dated April 2, 1992, as amended between
         the Corporation, its Founding Investors, its Founding Management and
         the Preferred Stock Purchasers.

                 "Common Stock" shall mean collectively the Corporation's
         authorized shares of Class A Common Stock, no par value, and Class B
         Common Stock, no par value.





                                       17

<PAGE>   18


                 "Company Sale" shall mean the sale or other disposition of all
or substantially all of the stock or assets of the Corporation to an
independent third party in an arms-length transaction, including disposition by
merger, share exchange or lease yielding net cash proceeds to the Company of at
least $25,000,000 or, in the event that the Company has completed a Spin Off,
such disposition yielding net cash proceeds or freely marketable securities to
the Company and/or its shareholders of at least $20,000,000.

                 "Convertible Securities" shall mean evidences of indebtedness,
shares of stock or other securities which are convertible into or
exchangeable, with or without payment of additional consideration in cash or
property, for Class A Common Stock, either immediately or upon the occurrence
of a specified date or a specified event.

                 "Conversion Rate" shall mean that rate which results in the
holders of Series B Convertible Preferred Stock thereafter holding, in
the aggregate, the following percentage of the total issued and outstanding
Fully Diluted Common Stock, after giving effect to the conversion contemplated
herein:

                          If the Triggering Event occurs on or before November
                          20, 1998 - 6% of Fully Diluted Shares

                          If the Triggering Event occurs on or before November
                          20, 1999 - 6.5% of Fully Diluted Shares

                          If the Triggering Event occurs on or before November
                          20, 2000 - 7% of Fully Diluted Shares

                          If the Triggering Event occurs after November 20,
                          2000 - 8% of Fully Diluted Shares

                 "Current Market Price" shall mean, in respect of any share of
Common Stock on any date herein specified, the greater of (i) book
value per share of Common Stock as determined by the Corporation's financial
statements for the most recently ended fiscal quarter, (ii) the Liquidation
Value of the Series B Convertible Preferred Stock, (iii) a valuation per share
of Common Stock of eight (8) times Net EBITDA for the most recently ended four
quarters, and (iv) the Appraised Value per share of Common Stock.

                 "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended from time to time.

                 "Fully-Diluted" shall mean, when used with reference to Common
Stock, at any date as of which the number of shares thereof is to be
determined, all shares of Common Stock outstanding as of the date hereof,
increased by all shares of Class A Common Stock issuable in respect of Series B
Convertible Preferred Stock and increased by all Common Equivalent





                                       18

<PAGE>   19

         Shares (using the treasury stock method) issuable upon exercise of
         stock options, warrants or convertible securities (other than the
         shares issuable upon conversion of the Series A Redeemable Preferred
         Stock) and increased by shares issued to the Founding Investors and
         Founding Management pursuant to the Corporation's Shareholders'
         Agreement dated as of April 2, 1992, as amended, for consideration of
         up to $1,300,000. In the event that the Corporation creates an
         additional class or series of common stock, Fully Diluted shall take
         into account all such outstanding shares of any other class or series.

                 "Independent Auditors" means Deloitte & Touche, LLP or another
         "big six" accounting firm.

                 "Junior Security" means Common Stock and any other equity
         security, other than the Series A Redeemable Preferred Stock, of any
         kind which the Corporation at any time issues or is authorized to
         issue.

                 "Liquidation Value" of any share of Series B Convertible
         Preferred Stock as of any particular date will be the purchase price
         of such Stock.

                 "Net EBITDA" shall mean the Corporation's earnings before
         interest, taxes, depreciation, amortization and extraordinary items
         less minority interest expense, all as determined based on the audited
         financial statements for such period prepared by the Corporation's
         independent auditors in accordance with GAAP.

                 "Preferred Stock" shall mean the Corporation's authorized
         shares of preferred stock, no par value.

                 "Purchase Agreement" shall mean the Preferred Stock Purchase
         Agreement, dated as of November 20, 1996, by and among the
         Corporation, Electra Investment Trust PLC, Capitol Health Partners,
         L.P. and Michael E. Stephens.

                 "Purchasers" shall mean Electra Investment Trust PLC, Capitol
         Health Partners, L.P. and Michael E. Stephens.

                 "Qualified IPO" means an initial public offering of Common
         Stock of the Corporation yielding net cash proceeds to the Corporation
         of at least $25,000,000, or in the event that the Corporation has
         completed a Spin Off, a public offering of Common Stock yielding net
         cash proceeds to the Corporation and/or its shareholders of at least
         $20,000,000.

                 "Reorganization Event" shall have the meaning set forth in
         Subsection (f).

                 "Spin Off" means the recapitalization of all of the issued and
         outstanding Common Stock in a reorganization within the meaning of
         Section 368(a)(i)(E) of the Internal Revenue Code of 1986, as amended
         (the "Code"), and the distribution of all shares of Common Stock





                                       19

<PAGE>   20

         held by American Healthcorp, Inc. ("AHC") pro rata among the
         shareholders of AHC in a tax-free distribution under Section 355 of
         the Code.

                 "Stock Option Plan" means shares issued pursuant to the
         Company's 1992 Stock Option Plan, as it may be amended from time to
         time, and any other similar share incentive plans which the Company
         may adopt and any options granted to members of the Board of Directors
         and Medical Directors of the Company.

                 "Triggering Event" shall mean the occurrence the earlier of
         (i) a Company Sale or (ii) a Qualified IPO.

         (i)     Notices.  All written communications provided for hereunder
shall be sent by first-class mail or nationwide overnight delivery service
(with charges prepaid) or via facsimile transmission and shall be directed to
the relevant party at its address stated below:

                 If to Electra:
                                  Electra Investment Trust PLC
                                  65 Kingsway
                                  London, England WC2B 6QT
                                  Attention: Philip J. Dyke, Company Secretary
                                  Telecopy No.:  011-44-71-404-5388

                 with copies to:
                                  Electra, Inc.
                                  70 East 55th Street
                                  New York, New York 10022
                                  Attention: Scott D. Steele
                                  Telecopy No.: (212) 319-3069

                                  and

                                  Willkie Farr & Gallagher
                                  One Citicorp Center
                                  153 East 53rd Street
                                  New York, New York 10022
                                  Attention: Peter J. Hanlon, Esq.
                                  Telecopy No.: (212) 821-8111

                 If to CHP:
                                  Capitol Health Partners, L.P.
                                  3000 P Street, N.W.
                                  Washington, D.C. 20005
                                  Attention: Debora A. Guthrie





                                       20

<PAGE>   21

                                  Telecopy No.: (202) 965-2344

                 with copies to:
                                  Manatt, Phelps & Phillips, LLP
                                  1501 M Street N.W.
                                  Washington, D.C. 20009
                                  Attention: Joseph F. Kelly, Jr.
                                  Telecopy No.: (202) 463-4394

                 If to Michael E. Stephens:
                                  One Perimeter Park South
                                  Suite 100N
                                  Birmingham, AL 35243
                                  Telecopy No.: (205) 970-6524

                 with copies to:
                                  Bradley, Arant Rose & White
                                  2001 Park Place
                                  Suite 1400
                                  Birmingham, AL 35203
                                  Attention: Thomas Carruthers
                                  Telecopy No.: (205) 252-0264

                 If to any other holder of any shares of Preferred Stock
addressed to such holder at such address as such other holder shall have
specified to the Company in  writing or, if any such other holder shall not
have so specified an address to the Company, then addressed to such other
holder in care of the last holder of such shares of Preferred Stock which shall
have so specified an address. Each party may, by notice given hereunder,
designate any further or different addresses to which subsequent notices,
certificates or other communications shall be sent.

                 If to the Corporation:
                                  AmSurg Corp.
                                  One Burton Hills Boulevard
                                  Suite 350
                                  Nashville, TN 37215
                                  Attention: Claire M. Gulmi
                                  Telecopy No.: (615) 665-0755

                 with copies to:
                                  Bass, Berry & Sims PLC
                                  2700 First American Center
                                  Nashville, TN 37238
                                  Attention: Cynthia Y. Reisz





                                       21

<PAGE>   22

                                  Telecopy No.: (615) 742-6293

                 (j)      Registration of Transfer. The Corporation shall keep
         at its principal office (or such other place as the Corporation
         designates) a register for the registration of shares of Series B
         Convertible Preferred Stock of the Corporation. Upon the surrender of
         any certificate representing shares of Series B Convertible Preferred
         Stock at such place, the Corporation shall, at the request of the
         registered holder of such certificate, execute and deliver a new
         certificate or certificates in exchange therefor representing in the
         aggregate the number of shares of Series B Convertible Preferred Stock
         represented by the surrendered certificate (and the Corporation
         forthwith shall cancel such surrendered certificate), subject to the
         requirements of applicable securities laws and to any restrictions on
         transfer (including without limitation, those referred to in any
         legend on the certificate so surrendered). Each such new certificate
         shall be registered in such name and shall represent such number of
         shares of Series B Convertible Preferred Stock as is requested by the
         holder of the surrendered certificate and shall be substantially
         identical in form to the surrendered certificate. The issuance of new
         certificates shall be made without charge to the holders of the
         surrendered certificates for any issuance tax in respect thereof or
         other cost incurred by the Corporation in connection with such
         issuance; provided, however, that the Corporation shall not be
         required to pay any tax which may be payable in respect of any
         transfer involved in the issuance and delivery of any certificate in a
         name other than that of the holder of the surrendered certificate.

                 (k)      Replacement. Upon receipt of evidence reasonably
         satisfactory to the Corporation (an affidavit of the registered holder
         shall be satisfactory) of the ownership and the loss, theft,
         destruction or mutilation of any certificate evidencing one or more
         shares of Series B Convertible Preferred Stock and, in the case of any
         such loss, theft or destruction, upon receipt of an unsecured
         indemnity agreement satisfactory to the Corporation or, in the case of
         any such mutilation, upon surrender of such certificate, the
         Corporation shall execute and deliver in lieu of such certificate a
         new certificate of like kind representing the number of shares of
         Series B Convertible Preferred Stock represented by such lost, stolen,
         destroyed or mutilated certificate and dated the date of such lost,
         stolen, destroyed or mutilated certificate.

                 (l)      Restrictive Legend.  The Series B Convertible
         Preferred Stock, and all shares of Common Stock issued upon conversion
         hereof, shall be stamped or otherwise imprinted with a legend in
         substantially the following form:

                                  "THE SECURITIES REPRESENTED HEREBY HAVE NOT
                          BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
                          ANY STATE SECURITIES LAWS.  SUCH SECURITIES AND ANY
                          SECURITIES OR SHARES ISSUED HEREUNDER MAY NOT BE
                          SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE
                          OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
                          AND ANY APPLICABLE





                                       22

<PAGE>   23

                          STATE SECURITIES LAW OR AN OPINION OF COUNSEL
                          REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH
                          REGISTRATION IS NOT REQUIRED."


(3)      Common Stock.  Except as otherwise provided in this Section (3) of
Article 7, the Class A Common Stock and the Class B Common Stock shall have the
same rights and privileges and shall rank equally, share ratably and be
identical in all respects and as to all matters.  All subsection references
contained herein shall be to this Section (3) of Article 7.

                 (a)      Voting.

                          (i)     Except as expressly provided herein, at every
                 meeting of shareholders of the Corporation, every holder of
                 Class A Common Stock shall be entitled to one vote and every
                 holder of Class B Common Stock shall be entitled to eight
                 votes, in person or by proxy for each share of Class A Common
                 Stock and Class B Common Stock, respectively standing in such
                 holder's name on the transfer books of the Corporation in the
                 election of the Corporation's Board of Directors or the
                 removal, but only for cause (as defined in Section 9 hereof),
                 of any Director.  On all other matters, the holders of the
                 Class A Common Stock and the Class B Common Stock shall be
                 entitled to one vote in person or by proxy for each share of
                 Class A Common Stock or Class B Common Stock standing in the
                 name of such holders and in the transfer books of the
                 Corporation.

                          (ii)    The holders of Class A Common Stock shall be
                 entitled to vote separately as a group only with respect to
                 (1) amendments to the  Corporation's Charter that alter or
                 change the powers, preferences or special rights of the
                 holders of Class A Common Stock so as to affect them
                 adversely, and (2) such other matters as may require separate
                 group voting under the Tennessee Business Corporation Law.
                 The holders of Class B Common Stock shall be entitled to vote
                 separately as a group only with respect to (1) amendments to
                 the Corporation's Charter that alter or change the powers,
                 preferences or special rights of the holders of Class B Common
                 Stock so as to affect them adversely, and (2) such other
                 matters as may require separate group voting under the
                 Tennessee Business Corporation Law.  On each other matter, the
                 holders of Class A Common Stock and Class B Common Stock shall
                 vote together as a single group, together with the holders of
                 any series of Preferred Stock entitled to vote on such matter,
                 subject to any rights of such series of Preferred Stock to
                 vote as a separate class on such matter.





                                       23

<PAGE>   24

         (b)     Conversion.

                          (i)     Following the distribution of the shares of
                 Class B Common Stock to the stockholders of American
                 Healthcorp, Inc. in accordance with the Distribution
                 Agreement, dated as of [March ___, 1997], by and between
                 American Healthcorp, Inc. and AmSurg Corp., upon the Transfer
                 (as hereinafter defined) of any share of Class B Common Stock,
                 such share will automatically convert into a newly-issued
                 share of Class A Common Stock.  The term "Transfer" shall mean
                 any sale, assignment, gift or other disposition or transfer of
                 any kind or character other than: (1) a pledge or
                 hypothecation or other granting of an interest in any share of
                 Class B Common Stock as security for a loan or other
                 obligation so long as the transferor retains ownership of any
                 such shares subject to such pledge, hypothecation or other
                 security interest or (2) a transfer to or from street name or
                 a change in street name if in each such case beneficial
                 ownership of the shares subject to transfer remains the same.
                 Following the automatic conversion of any shares of Class B
                 Common Stock pursuant to this Subsection (b)(i), the holder of
                 such shares so converted or his agent shall deliver to the
                 Corporation at its principal offices, or if an agent for the
                 registration or transfer of shares of Class B Common Stock is
                 then duly appointed and acting (said agent being hereinafter
                 referred to as the "Transfer Agent"), then to the office of
                 the Transfer Agent, the certificate or certificates for the
                 shares so converted, and (as so required by the Corporation or
                 the Transfer Agent) accompanied by instruments of transfer, in
                 form satisfactory to the Corporation and the Transfer Agent,
                 duly executed by such holder or such holder's duly authorized
                 attorney, and by transfer tax stamps or funds therefor, if
                 required pursuant to Subsection (b)(v) below.  Until such time
                 as a holder of shares of Class B Common Stock which have been
                 automatically converted pursuant to this Subsection (b)(i)
                 shall surrender such holder's certificates therefor as
                 provided above, such certificates shall be deemed to represent
                 the shares of Class A Common Stock to which such holder shall
                 be entitled upon the surrender thereof.

                          (ii)    As promptly as practicable after the
                 surrender of a certificate representing shares of Class B
                 Common Stock in the manner provided in Subsection (b)(i) above
                 and the payment in cash of any amount required by the
                 provisions of Subsection (b)(v), the Corporation will deliver
                 or cause to be delivered at the office of the Transfer Agent
                 to, or upon the written order of, the holder of such
                 certificate a certificate or certificates representing the
                 number of full shares of Class A Common Stock issuable upon
                 such conversion, issued in such name or names as such holder
                 may direct.

                          (iii)   No adjustments in respect of dividends shall
                 be made upon the conversion of any shares of Class B Common
                 Stock, provided, however, that if a share shall be converted
                 after the record date for the payment of a dividend or other
                 distribution on shares of Class B Common Stock but before such
                 payment, the holder





                                       24

<PAGE>   25

                 of such share at the close of business on such record date
                 shall be entitled to receive the dividend or other
                 distribution payable on such share on the date set for payment
                 of such dividend or other distribution notwithstanding the
                 conversion of such share or the Corporation's default in
                 payment of the dividend due on such date.

                          (iv)    The Corporation covenants that it will at all
                 times reserve and keep available, solely for the purpose of
                 issuance upon conversion of the outstanding shares of Class B
                 Common Stock, such number of shares of Class A Common Stock as
                 shall be issuable upon the conversion of all such outstanding
                 shares.  The Corporation covenants that if any shares of Class
                 A Common Stock required to be reserved for purposes of
                 conversion hereunder require registration with or approval of
                 any government authority under any federal or state law before
                 such shares of Class A Common Stock may be issued upon
                 conversion, the Corporation will cause such shares to be duly
                 registered or approved, as the case may be.  The Corporation
                 covenants that all shares of Class A Common Stock which shall
                 be issued upon conversion of the shares of Class B Common
                 Stock, will, upon issue, be fully paid and nonassessable and
                 not subject to any preemptive rights.

                          (v)     The issuance of certificates for shares of
                 Class A Common Stock upon surrender of certificates for shares
                 of Class B Common Stock shall be made without charge for any
                 stamp or other similar tax in respect of such issuance.
                 However, if





                                       25

<PAGE>   26

any such certificate is to be issued in a name other than that of the holder of
the share or shares of Class B Common Stock converted, the person or persons
requesting the issuance thereof shall pay to the Corporation the amount of any
tax which may be payable in respect of any transfer involved in such issuance
or shall establish to the satisfaction of the Corporation that such tax has
been paid.

                          (vi)    Shares of Class B Common Stock which have
                 been issued and converted into shares of Class A Common Stock
                 as provided herein shall not be reissued.

                 (c)      Distribution of Assets.   If the Corporation shall be
                 liquidated, dissolved or wound up, whether voluntarily or
                 involuntarily, the holders of the Class B Common Stock shall
                 be entitled to share ratably with the holders of the Class A
                 Common Stock of the Corporation as a single class in the net
                 assets of the Corporation; that is, an equal amount of net
                 assets for each share of Class A Common Stock and Class B
                 Common Stock.  A merger or consolidation of the Corporation
                 with or into any other Corporation or sale or conveyance of
                 all or any part of the assets of the Corporation (which shall
                 not in fact result in the liquidation of the Corporation and
                 the distribution of assets to shareholders) shall not be
                 deemed to be a voluntary or involuntary liquidation or
                 dissolution or winding up of the Corporation within the
                 meaning of this Subsection (c).

                 (d)      Merger or Consolidation.  In the event of a merger,
                 consolidation, share exchange or other business combination of
                 the Corporation with or into another entity (whether or not
                 the Corporation is the surviving entity), the holders of Class
                 A Common Stock shall be entitled to receive the same per share
                 consideration as the per share consideration, if any, received
                 by any holder of the Class B Common Stock in such merger or
                 consolidation, share exchange or other business combination.

                 (e)      Subdivisions and Combinations of Shares.  If the
                 Corporation in any manner subdivides or combines the
                 outstanding shares of one class of common stock, the
                 outstanding shares of the other class of common stock will be
                 likewise subdivided or combined.

                 (f)      Dividends; Distributions.   Holders of Class A Common
                 Stock and Class B Common Stock shall be entitled to receive,
                 on an equal basis, such dividends, payable in cash or
                 otherwise, as may be declared thereon by the Board of
                 Directors from time to time out of the assets or funds of the
                 Corporation legally available therefor.  In the case of
                 dividends and other distributions in cash, each share of Class
                 A Common Stock shall have rights equal to the rights of Class
                 B Common Stock, and in the case of dividends and other
                 distributions of stock or property of the Corporation, each
                 share of Class A Common Stock shall have rights equal to the
                 rights of Class B Common Stock; provided that, in the case of
                 dividends or distributions payable in stock of the
                 Corporation, including distributions pursuant to





                                       26

<PAGE>   27

                 stock splits or divisions which occur after the date shares of
                 Class B Common Stock are issued, only shares of Class A Common
                 Stock shall be distributed with respect to Class A Common
                 Stock and Class B Common Stock; and provided, further that, if
                 a dividend or distribution is declared with respect to Class A
                 Common Stock payable in Class A Common Stock, the Board of
                 Directors shall also declare a pro rata and simultaneous
                 dividend or distribution on the Class B Common Stock and that
                 if a dividend or distribution is declared with respect to
                 Class B Common Stock payable in Class A Common Stock, the
                 Board of Directors shall also declare a pro rata and
                 simultaneous dividend or distribution on the Class A Common
                 Stock.

                 (g)      Issuance of the Class B Common Stock.   The
                 Corporation shall not issue additional shares of Class B
                 Common Stock after the date shares of Class B Common Stock are
                 first issued by the Corporation, and all shares of Class B
                 Common Stock acquired by the Corporation shall be
                 automatically converted into shares of Class A Common Stock.

                 (h)      Open Market Purchases and Issuer Tender Offers.   If
                 the Corporation publicly offers to purchase any shares of
                 Class B Common Stock in the open market or in private
                 transactions or pursuant to an issuer tender offer, the
                 Corporation shall simultaneously offer to purchase at least
                 the same number of shares of Class A Common Stock on the same
                 terms and conditions.

                 (i)      Authorized Shares; Fractional Shares.

                          (1) The number of authorized shares of Class B Common
                 Stock may not be increased unless approved by the holders of a
                 majority of the then outstanding shares of Class A Common
                 Stock voting separately as a class.

                          (2) No fractional shares of Class A Common Stock
                 shall be issued upon conversion of shares of Class B Common
                 Stock.  In lieu of fractional shares, the Transfer Agent shall
                 pay an amount in cash equal to the fair market value of the
                 shares of Class A Common Stock on the conversion date
                 multiplied by the fraction of a share of Class A Common Stock
                 that would otherwise be issuable.

         8.      The shareholders of the Corporation shall not have preemptive
rights.

         9.      All corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation shall be managed
under the direction of, a Board of Directors consisting of not less than three
nor more than nine directors, the exact number of directors to be determined in
the manner provided in the Bylaws of the Corporation.  The Board of Directors
shall be divided into three classes, designated Class I, Class II and Class
III.  Each class shall consist, as nearly as possible, of one-third of the
total number of directors constituting the entire Board of Directors.  Each
class of directors shall be elected for a three-year term, except at the 1997
annual





                                       27

<PAGE>   28

meeting of shareholders, Class I directors shall be elected for a one-year
term; Class II directors shall be elected for a two-year term; and Class III
directors shall be elected for a three-year term.  If the number of directors
is changed, any increase or decrease shall be apportioned among the classes so
as to maintain the number of directors in each class as nearly equal as
possible, and any additional director of any class elected to fill a vacancy
resulting from an increase in such class shall hold office for a term that
shall coincide with the remaining term of that class, but in no case will a
decrease in the number of directors shorten the term of any incumbent director.
A director shall hold office until the annual meeting for the year in which his
term expires and until his successor shall be elected and shall qualify,
subject, however, to prior death, resignation, retirement, disqualification or
removal from office.

         A director may be removed from office but only for "cause" by the
affirmative vote of the holders of a majority of the voting power of the shares
entitled to vote for the election of directors, considered for this purpose as
one class. "Cause" shall be defined for purposes of this Section 9 as (i) a
felony conviction of a director or the failure of a director to contest
prosecution for a felony; (ii) conviction of a crime involving moral turpitude;
or (iii) willful and continued misconduct or gross negligence by a director in
the performance of his duties as a director.

         Notwithstanding any other provisions of this Charter, the affirmative
vote of holders of two-thirds of the voting power of the shares entitled to
vote at an election of directors shall be required to amend, alter, change or
repeal, or to adopt any provisions as part of this Charter or as part of the
Corporation's Bylaws inconsistent with the purpose and intent of, this Article
9.

         10.     To the fullest extent permitted by the Tennessee Business
Corporation Act as in effect on the date hereof and as hereafter amended from
time to time, a director of the Corporation shall not be liable to the
Corporation or its shareholders for monetary damages for breach of fiduciary
duty as a director.  If the Tennessee Business Corporation Act or any successor
statute is amended after adoption of this provision to authorize corporate
action further eliminating or limiting the personal liability of directors,
then the liability of a director of the Corporation shall be eliminated or
limited to the fullest extent permitted by the Tennessee Business Corporation
Act, as so amended from time to time, or such successor statute.  Any repeal or
modification of this Article 10 by the shareholders of the Corporation shall
not affect adversely any right or protection of a director of the Corporation
existing at the time of such repeal or modification or with respect to events
occurring prior to such time.

         11.     The Corporation shall indemnify every person who is or was a
party or is or was threatened to be made a party to any action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, by
reason of the fact that he or she is or was a director, medical director or
officer or is or was serving at the request of the Corporation as a director,
medical director, officer, employee, agent, or trustee of another corporation
or of a partnership, joint venture, trust, employee benefit plan, or other
enterprise, including service on a committee formed for any purpose (and, in
each case, his or her heirs, executors, and administrators), against all
expense, liability, and loss (including counsel fees, judgments, fines, ERISA
excise taxes, penalties, and





                                       28

<PAGE>   29

amounts paid in settlement) actually and reasonably incurred or suffered in
connection with such action, suit, or proceeding, to the fullest extent
permitted by applicable law, as in effect on the date hereof and as hereafter
amended.  Such indemnification shall include advancement of expenses in advance
of final disposition of such action, suit, or proceeding, subject to the
provision of any applicable statute.

         The indemnification and advancement of expenses provisions of this
Article 11 shall not be exclusive of any other right that any person (and his
or her heirs, executors, and administrators) may have or hereafter acquire
under any statute, this Charter, the Corporation's Bylaws, resolution adopted
by the shareholders, resolution adopted by the Board of Directors, agreement,
or insurance, purchased by the Corporation or otherwise, both as to action in
his or her official capacity and as to action in another capacity.  The
Corporation is hereby authorized to provide for indemnification and advancement
of expenses through its Bylaws, resolution of shareholders, resolution of the
Board of Directors, or agreement, in addition to that provided by this Charter.

         12.     The Bylaws of this Corporation may be amended, altered,
modified, or repealed by resolution adopted by the Board of Directors, subject
to any provisions of law then applicable.

         13.     The Corporation shall hold a special meeting of shareholders
only in the event (a) of a call of the Board of Directors of the Corporation or
the officers authorized to do so by the Bylaws of the Corporation, or (b) the
holders of at least twenty-five (25%) percent of all the votes entitled to be
cast on any issue proposed to be considered at the proposed special meeting
sign, date, and deliver to the Corporation's secretary one or more written
demands for the meeting describing the purpose or purposes for which it is to
be held.

         14.     As a result of the recapitalization of the Corporation
effected by this Amended and Restated Charter, each holder of three shares of
Corporation common stock registered on the books of the Corporation immediately
prior to the filing of this Amended and Restated Charter will automatically be
deemed to hold, in respect of such shares, one share of Class A Common Stock
registered on the books of the Corporation immediately after the filing of this
Amended and Restated Charter.  In the event that the recapitalization effected
by this Amended and Restated Charter would result in any holder holding
fractional shares of Common Stock, the total number of shares held by such
holder will be rounded up to the next highest whole number.  Each certificate
representing shares of Corporation common stock issued prior to the filing of
this Amended and Restated Charter will be deemed to represent the number of
shares of Class A Common Stock that the holder of such shares registered on the
books of the Corporation immediately prior to the filing of this Amended and
Restated Charter would be deemed to hold immediately following the filing of
this Amended and Restated Charter.





                                       29

<PAGE>   30

III.     The Amended and Restated Charter as set forth above was duly adopted
         effective May ___, 1997, by the Board of Directors and shareholders of
         the Corporation.

                                    AmSurg Corp.



                                    By:  
                                       ------------------------------------


















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