8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 2, 2007 (October 29, 2007)

AMSURG CORP.

(Exact name of registrant as specified in charter)

Tennessee	000-22217	62-1493316
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

20 Burton Hills Boulevard
Nashville, Tennessee	37215
(Address of principal executive offices)	(Zip Code)

(615) 665-1283
(Registrant’s telephone Number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On October 29, 2007, AmSurg Corp. (the “Company”) entered into that certain First Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of October 29, 2007, by and among the Company, the several banks and other financial institutions from time to time party thereto (the “Lenders”), and SunTrust Bank, in its capacity as Administrative Agent for the Lenders (the “First Amendment”). The First Amendment increases the lender commitment and borrowing capacity under the Third Amended and Restated Credit Agreement from its existing level of $200,000,000 to $300,000,000.

     The summary of the foregoing transaction is qualified in its entirety by reference to the text of the First Amendment, which is included as Exhibit 10.1 hereto and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

     On October 29, 2007, the Company entered into the First Amendment, the material terms of which are described in Item 1.01 of this Current Report on Form 8-K and are incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

     (d) Exhibits

10.1 First Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of October 29, 2007, by and among AmSurg Corp., the several banks and other financial institutions from time to time party thereto (the “Lenders”), and SunTrust Bank, in its capacity as Administrative Agent for the Lenders.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMSURG CORP.
By:	/s/ Claire M. Gulmi
	Claire M. Gulmi
	Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Duly Authorized Officer)

Date: November 2, 2007

INDEX TO EXHIBITS

Exhibit
Number		Description
	10.1	First Amendment to Third Amended and Restated Revolving Credit Agreement, dated as of October 29, 2007, by and among AmSurg Corp., the several banks and other financial institutions from time to time party thereto (the “Lenders”), and SunTrust Bank, in its capacity as Administrative Agent for the Lenders.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO THIRD AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 29^th day of October, 2007, by and among AMSURG CORP., a Tennessee corporation (the “Borrower”), the several banks and other financial institutions from time to time party hereto (the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent” or “Agent”).

RECITALS:

     A. The Borrower, the Administrative Agent and the Lenders are parties to a Third Amended and Restated Revolving Credit Agreement dated July 28, 2006 (as amended or restated from time to time, the “Credit Agreement”).

     B. The Borrower, the Administration Agent, and each of the Lenders desire to amend the Credit Agreement to provide for an increase to the Aggregate Revolving Commitments pursuant to Section 2.23 of the Credit Agreement.

     C. Terms not defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

     NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

     1. The definition of “Aggregate Revolving Commitments” as used in the Credit Agreement shall be amended and restated in its entirety to read as follows:

     “Aggregate Revolving Commitments” shall mean the sum of the Revolving Commitments of all Lenders at any time outstanding. As of October 29, 2007, the Aggregate Revolving Commitments equal $300,000,000.

     2. Schedule 1.1 of the Credit Agreement shall be amended and restated pursuant to Schedule 1.1 attached hereto.

     3. All other documents executed and delivered in connection with the Credit Agreement are hereby amended to the extent necessary to conform to this Amendment. Except as specifically amended herein, the Credit Agreement shall remain unamended and in full force and effect.

     4. Borrower represents and warrants that the execution and terms of this Amendment have been duly authorized by all necessary corporate action.

     5. Borrower represents and warrants that it is in compliance with all the terms and conditions of the Credit Agreement and that no Default or Event of Default exists thereunder.

     6. This Amendment shall be governed by and construed in accordance with the laws of the State of Tennessee.

     7. This Amendment may be executed in one or more counterparts, all of which shall, taken together, constitute one original. The parties agree that facsimile signatures shall be deemed to be and treated as original signatures of such parties.

     IN WITNESS WHEREOF, the parties hereto have duly executed this First Amendment to Third Amended and Restated Revolving Credit Agreement as of the day and date first set forth above.

BORROWER: AMSURG CORP.
By:	/s/ Claire M. Gulmi
	Claire Gulmi
Title:	Executive Vice President and Chief Financial Officer

LENDER: SUNTRUST BANK as Administrative Agent, as Issuing Bank, and as a Lender
By:	/s/ W. Brooks Hubbard
Title:	Managing Director

2

BANK OF AMERICA, N.A.
By:	/s/ H. Hope Walker
Title:	Vice President

3

U.S. BANK, NATIONAL ASSOCIATION
By:	/s/ Bill Burrell
Title:	Vice President

4

JP MORGAN CHASE BANK, N.A.
By:	/s/ Timothy B. Fouts
Title:	Senior Vice President

5

BRANCH BANKING AND TRUST COMPANY
By:	/s/ Natalie Rugguno
Title:	Vice President

6

REGIONS BANK
By:	/s/ Craig Cardella
Title:	Senior Vice President

7

KEY BANK NATIONAL ASSOCIATION
By:	/s/ J.T. Taylor
Title:	Senior Vice President

8

NATIONAL CITY BANK
By:	/s/ Erica Dowd
Title:	Vice President

9

FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:	/s/ Kenneth H. Berberich
Title:	Senior Vice President

10

THE BANK OF NASHVILLE
By:	/s/ Benjamin Mercer
Title:	Vice President

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SCHEDULE 1.1

REVOLVING COMMITMENTS

SunTrust Bank	$	42,000,000
Bank of America	$	40,000,000
U.S. Bank, National Association	$	36,500,000
JP Morgan Chase Bank, N.A.	$	36,500,000
Branch Banking and Trust Company	$	36,500,000
Regions Bank	$	31,500,000
Key Bank National Association	$	25,000,000
National City Bank	$	25,000,000
First Tennessee Bank	$	15,000,000
The Bank of Nashville	$	12,000,000

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