EXHIBIT 4
FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
RIGHTS AGREEMENT
This First Amendment (the "First Amendment") to the Second Amended and
Restated Rights Agreement (the "Restated Agreement") is made and entered into as
of April 16, 2003 by and between AmSurg Corp., a Tennessee corporation (the
"Company"), and SunTrust Bank, Atlanta (the "Rights Agent").
WITNESSETH:
WHEREAS, the Company and the Rights Agent entered into that certain
Rights Agreement dated as of December 2, 1999; and
WHEREAS, on December 13, 1999, the Company and the Rights Agent amended
the Rights Agreement in accordance with Section 27 thereof; and
WHEREAS, on July 12, 2001, the Company and the Rights Agent further
amended and restated the Rights Agreement in accordance with Section 27 thereof
by executing the Restated Agreement; and
WHEREAS, the Company and the Rights Agent now desire to further amend
the Restated Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Section 1(a) of the Agreement is hereby amended by deleting any
reference to "15%" and replacing it with "20%".
2. Exhibit B, "Summary of Right to Purchase Preferred Stock", is hereby
amended by deleting all references to "15%" in the Section entitled "INITIAL
EXERCISE OF RIGHTS" and replacing them with "20%".
3. All capitalized terms used and not otherwise defined herein shall
have the meanings given to them in the Restated Agreement. To the extent this
First Amendment is inconsistent with the Restated Agreement, this First
Amendment shall control.
4. Except as provided in this First Amendment, the Restated Agreement
and all of its provisions and exhibits shall remain in full force and effect as
on the date hereof.
5. This First Amendment may executed in counterparts, each of which
shall be deemed an original, and all of which, taken together, shall constitute
a complete document.
IN WITNESS WHEREOF, the parties hereby enter into this First Amendment
effective as of the date first above written.
AMSURG CORP.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President and Chief
Financial Officer
SUNTRUST BANK, ATLANTA
By: /s/ Xxxxxx Xxxxxxxxx
-----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
2
