This EXCHANGE AGREEMENT, dated as of November ___, 1997 (the
"Agreement"), by and between American Healthcorp, Inc., a Delaware
corporation ("AHC"), and AmSurg Corp., a Tennessee corporation ("AmSurg").
WHEREAS, AHC and AmSurg are parties to an Amended and Restated
Distribution Agreement, dated as of November ___, 1997 (the "Distribution
Agreement"), pursuant to which AmSurg has agreed to undertake a recapitalization
converting each three outstanding shares of common stock, without par value, of
AmSurg into one share of Class A Common Stock, without par value (the "Class A
Common Stock") as provided in the Distribution Agreement and authorizing a new
class of common stock having certain voting and other rights as described in the
Distribution Agreement (the "Class B Common Stock"); and
WHEREAS, pursuant to the Distribution Agreement, AmSurg has
agreed, subject to the satisfaction of certain terms and conditions, to
issue shares of Class B Common Stock to AHC on the Distribution Date (as
defined in the Distribution Agreement) in exchange for a portion of the shares
of Class A Common Stock then owned by AHC.
NOW, THEREFORE, in consideration of the premises and the
set forth herein and in the Distribution Agreement,
the parties hereto hereby agree as follows:
1. The Exchange. On the Distribution Date, subject to the
satisfaction or waiver of the conditions set forth in Section 2.2 of the
Distribution Agreement and the completion of the Recapitalization:
a. AHC will deliver to AmSurg [4,787,131] shares of
Class A Common Stock of AmSurg, free and clear of any security
interest, lien, mortgage, encumbrance or other interest of third
parties of any kind; and
b. in exchange for the shares delivered pursuant to
Section 1(a) above, AmSurg will issue to AHC [4,787,131] shares of
Class B Common Stock.
All of the shares of Class B Common Stock issued to AHC will, when issued to
AHC as provided herein, be duly authorized, validly issued, fully paid and
2. Defined Terms. Terms defined in the Distribution Agreement
and used herein will have the meanings provided in the Distribution
Agreement. The term "AmSurg" will include the surviving corporation in any
merger entered into to effect the Recapitalization.
IN WITNESS WHEREOF, the parties hereto have caused this Exchange
Agreement to be duly executed and delivered as of the date first above
AMERICAN HEALTHCORP, INC.