THIRD AMENDMENT TO NOTE PURCHASE
AGREEMENT


 


            THIS THIRD AMENDMENT TO
NOTE PURCHASE AGREEMENT (this “Amendment”), is made and
entered into as of June 29, 2012, by and among AMSURG CORP., a Tennessee
corporation (the “Company”), the other Credit Parties signatory
hereto, The Prudential Insurance Company
of America and the other holders of Notes (as defined in the Note
Agreement defined below) that are signatories hereto (together with their
successors and assigns, the “Noteholders”). 


W I  T  N  E  S  S 
E  T  H: 


WHEREAS, the Company
and the Noteholders are parties to a certain Note Purchase Agreement, dated as
of May 28, 2010 (as amended by that certain First Amendment to Note Purchase
Agreement dated as of April 6, 2011, by that certain Second Amendment to Note
Purchase Agreement dated as of August 30, 2011 and as further amended,
restated, supplemented or otherwise modified from time to time, the “Note
Agreement”; capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Note Agreement), pursuant
to which the Noteholders have purchased Notes from the Company; 


WHEREAS, the Company
has requested that the Noteholders amend certain provisions of the Note
Agreement, waive certain Events of Default that have arisen under the Note
Agreement and release AmSurg New Port Richey Anesthesia, LLC from its
obligations under the Guaranty Agreement, and
subject to the terms and conditions hereof, the Noteholders are willing to do
so; 


NOW, THEREFORE, for
good and valuable consideration, the sufficiency and receipt of all of which
are acknowledged, the Company and the Noteholders agree as follows:


1.                 
Amendments.   


            (a)        Paragraph 5J of
the Note Agreement is hereby amended by replacing such Paragraph in its
entirety with the following:


5J.        Additional Subsidiaries.   


 


            (i)         (a)        If
any additional Wholly Owned Subsidiary that is a Domestic Subsidiary is
acquired or formed by Company, the Company shall within fifteen (15) Business
Days after such Wholly Owned Subsidiary is acquired or formed: (i) if such
Wholly Owned Subsidiary is a corporation, execute a stock pledge agreement in
substantially the same form as the Stock Pledge Agreement (or enter into an
amendment or joinder to the Stock Pledge Agreement)  pledging to the Collateral
Agent all of the stock or other evidence of ownership interest it presently
holds and acquires in such Wholly Owned Subsidiary, and the Company shall
deliver along with such Stock Pledge Agreement, joinder or amendment the
securities described therein and a stock power, all of which shall be in form
and substance satisfactory to Required Holders; provided that a stock





 







 




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 pledge
agreement in the same form as the Stock Pledge Agreement shall be deemed to be
satisfactory to the Required Holders, (ii) if such Wholly Owned Subsidiary is
not a corporation, execute one or more security agreements in substantially the
same form as a Pledge Agreement entered into on the date hereof or otherwise
satisfactory to the Required Holders, pledging to the Collateral Agent all of
the ownership interest the Company holds and acquires in such Wholly Owned
Subsidiary, including, without limitation, all presently existing and hereafter
arising right, title, and interest in and to distributions, payments, general
intangibles, accounts, and other tangible and intangible property and (iii)
cause such Wholly Owned Subsidiary to execute a Guaranty Agreement and an
Indemnity and Contribution Agreement (or appropriate amendments or joinders to
the existing Guaranty Agreement and Indemnity and Contribution Agreement), all
of which shall be in form and substance satisfactory to the Collateral Agent
and the holders of the Notes. The Collateral Agent is hereby authorized to file
such UCC financing statements necessary to perfect the security interests
described herein, all without the necessity of Company’s execution thereof.  


 


            (b)        If any
Domestic Subsidiary (other than a Wholly Owned Subsidiary) is acquired or
formed by a Wholly Owned Subsidiary that is a Domestic Subsidiary or the
Company, the applicable Wholly Owned Subsidiary or Company, as applicable,
within fifteen (15) Business Days after such Subsidiary is acquired or formed,
shall, subject to the Release Provision, execute a Pledge Agreement, pledging
its interest in such Subsidiary, and in the event such Subsidiary is not a
corporation, execute such security agreements as are reasonably satisfactory to
the Required Holders pledging to the Collateral Agent the ownership interest
that the Company or such applicable Wholly Owned Subsidiary holds and acquires
in such Subsidiary, all of which shall be in form and substance satisfactory to
Collateral Agent.  The Collateral Agent is hereby authorized to file such UCC
financing statements necessary to perfect the security interest described
herein, all without the necessity of Company’s or such Wholly Owned
Subsidiary’s execution thereof.


 


                        (ii)        If (i) any Foreign Subsidiary is acquired or formed by the
Company or a Wholly Owned Subsidiary that is a Domestic Subsidiary and (ii) at
the time of acquisition or formation of such Foreign Subsidiary or at any time
thereafter, the aggregate amount of Investments made by the Company or its
Subsidiaries in Foreign Subsidiaries exceeds $1,000,000 (the date on which the
aggregate of such Investments exceeds $1,000,000, the “Trigger Date”),
the Company shall, or shall cause such Wholly Owned Subsidiary, within thirty
(30) days after the Trigger Date (or such longer period (not to exceed 90 days
after the Trigger Date) as the Required Holders may agree) to execute a Foreign
Pledge Agreement pledging to the Collateral Agent sixty-five percent (65%) of
the total voting Capital Stock of such Foreign Subsidiary and one hundred
percent (100%)












 




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 of the non-voting Capital Stock of such Foreign Subsidiary
owned by the Company or such Wholly Owned Subsidiary as security for the
Obligations, and deliver the original stock or other equity certificates
evidencing such pledged Capital Stock, together with appropriate stock powers
or other endorsements executed in blank, and provide to the Collateral Agent,
all of which shall be in form and substance satisfactory to Collateral Agent. 
The Collateral Agent is hereby authorized to file such UCC financing
statements, if applicable, to the extent necessary to perfect the Liens
described herein.


(iii)       In
connection with the acquisition or formation of any Wholly Owned Subsidiary or
other Subsidiary referenced in clauses (i) and (ii) above, the Company shall
also cause the holders of the Notes to receive simultaneously with the
documentation referenced above the resolution of the respective Person
executing such documentation and an opinion letter issued by Company’s legal
counsel regarding such matters as may be reasonably required by the Required
Holders.


(iv)       In
connection with the acquisition or formation of any Subsidiary referenced in
clauses (i) and/or (ii) immediately above, the Company shall cause the
acquisition and formation of such Subsidiaries to be in compliance with all
applicable Health Care Laws.


(v)        Notwithstanding
the requirements set forth in clause (i) of this paragraph 5J, neither the
Company nor any Subsidiary shall be required to pledge or cause to be pledged
to the Collateral Agent any Equity Interests acquired by the Company or its
Subsidiaries after the Closing Day if the issuer of such Equity Interests does
not, directly or indirectly, own, operate or manage a surgery center; provided,
that, in no event shall the aggregate fair market value of all Equity Interests
owned by the Company or its Subsidiaries in which the Collateral Agent does not
have a perfected Lien exceed ten percent (10%) of the Company’s consolidated
total assets, determined by reference to the consolidated financial statements
of the Company and its Subsidiaries most recently delivered pursuant to
paragraph 5A(i).


            (b)        Paragraph 6B of
the Note Agreement is hereby amended by replacing subsection (vi) of such
paragraph in its entirety with the following:


                        (vi)       Indebtedness under the Credit
Agreement, including refundings, refinancings and replacements thereof, and
amendments or modifications to the Note Documents; provided, however, that the
aggregate principal amount of such Indebtedness shall not at any time exceed
$625,000,000, and all Guarantees thereof by Subsidiaries of the Company that
have also guaranteed the Notes; and 


            (c)        Paragraph 6E of
the Note Agreement is hereby amended by adding the following at the end of such
paragraph:












 




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Notwithstanding
anything to the contrary in this paragraph 6E or otherwise, the Company will
not, and will not permit any of its Domestic Subsidiaries to, make any
Investment in any Foreign Subsidiary if such Investment, when taken together
with all other Investments of the Company or its Domestic Subsidiaries in Foreign
Subsidiaries, would exceed $15,000,000.  


 


            In determining the aggregate amount of
Investments at any particular time: (a) the amount of any Investment
represented by a Guarantee shall be taken at not less than the principal amount
of the obligations guaranteed and still outstanding or, if not so stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith; (b) there shall be included as an Investment all interest
accrued with respect to Indebtedness constituting an Investment unless and
until such interest is paid; (c) there shall be deducted in respect of each
such Investment any amount received as a return of capital (but only by
repurchase, redemption, retirement, repayment, liquidating dividend or
liquidating distribution); and (d) there shall not be deducted in respect of
any Investment any amounts received as earnings on such Investment, whether as
dividends, interest or otherwise, except that accrued interest included as
provided in the foregoing clause (b) may be deducted when paid.  Further, the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additions thereto, without any adjustments for increases or
decreases in value, forgiveness or conversion to equity of Indebtedness, or
write‐ups, write‐downs or write‐offs with respect to such
Investment (but subject to any applicable adjustment as provided in the
preceding sentence).


            (d)       Paragraph 6N of
the Note Agreement is hereby amended by replacing such paragraph in its
entirety with the following:


                        6N.      Acquisitions.  The Company
will not, and will not permit any Subsidiary to, make any Acquisition unless
such Acquisition satisfies all of the following conditions:


(i)         (x) at the
time of such Acquisition and immediately after giving effect thereto, no
Default or Event of Default shall have occurred and be continuing and (y)
immediately after giving effect to such Acquisition, the Company is in
compliance on a Pro Forma Basis with the financial covenants set forth in
paragraph 6A recomputed as of the last day of the most recently ended Fiscal
Quarter for which financial statements are available (and the Company shall be
deemed to have represented and warranted to the holders of the Notes, at the
time of consummation of such Acquisition, that the foregoing clauses (x) and
(y) are true and correct);


(ii)        at least five
(5) Business Days before any Acquisition for a total consideration (including
cash, stock, personal property, debt assumed, contingent consideration and
other property) equal to or in excess of $30,000,000, the





 







 




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 Company
delivers to the holders of the Notes the Acquisition Information Package; and


(iii)       the Company
shall deliver to Collateral Agent and the holders of the Notes, as applicable,
the documentation and agreements required by paragraph 5J herein within the
time period required under paragraph 5J.


            (e)        Paragraph 10B of
the Note Agreement is hereby amended by adding the following definitions of
“Domestic Subsidiary”, “Foreign Pledge Agreement”, “Foreign Subsidiary” and
“Third Amendment Effective Date” in proper alphabetical order:


            “Domestic Subsidiary” shall mean any Subsidiary of the Company that is not a Foreign
Subsidiary. 


            “Foreign Pledge Agreement” shall mean any pledge,
hypothecation, charge or similar agreement, in form and substance satisfactory
to Required Holders, whereby the Company and each of its presently existing and
hereafter acquired Wholly Owned Subsidiaries that are Domestic Subsidiaries
pledge and grant to the Collateral Agent a first priority perfected Lien in the
Company’s and each such Wholly Owned Subsidiary’s presently existing and
hereafter acquired right title, and interest in and to any Foreign Subsidiary. 


            “Foreign Subsidiary” shall mean any direct or indirect Subsidiary of the Company that is
organized under the laws of a jurisdiction other than the United States of
America, any State thereof or the District of Columbia. 


            “Third Amendment Effective Date” means
June 29, 2012.


            (f)        Paragraph 10B of
the Note Agreement is hereby amended by replacing the definitions of
“Acquisition Information Package”, “Debt Basket Amount”, “EBITDA” and
“Noteholder Share of the Net Disposition Proceeds” in their entirety with the
following definitions:


            “Acquisition Information Package” shall mean
information delivered by Company to the holders of the Notes pursuant to
paragraph 6N in the form of Exhibit E.


            “Debt Basket Amount” means Indebtedness of the
Company or its Subsidiaries not to exceed an aggregate principal amount of
$50,000,000, which total permitted amount shall be increased each calendar year
during the term of this Agreement by $5,000,000 and for clarity, the total Debt
Basket Amount shall not exceed: (i) for the period from the Third Amendment
Effective Date through June 30, 2013, $50,000,000; (ii) for the period from
July 1, 2013 through June 30, 2014, $55,000,000; (iii) for the period from July
1, 2014 through June 30, 2015, $60,000,000; (iv) for the period from July 1,
2015 through June 30, 2016, $65,000,000; (v) for the period from July 1, 2016
through June 30, 2017, $70,000,000; (vi) for the period from July 1, 2017
through June 30, 2018, $75,000,000; (vii) for the period from July 1, 2018
through June 30, 2019,












 




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 $80,000,000; (viii) for the period from July 1, 2019
through the Maturity Date, $85,000,000.


            “EBITDA” shall mean, for the Company and its
Subsidiaries on a consolidated basis for any period, an amount equal to the sum
of Consolidated Net Income for such period plus, without duplication, and to
the extent deducted in computing Consolidated Net Income for such period, the
sum of (a) income taxes, (b) Consolidated Interest Expense, (c) depreciation
and amortization expense, in each case determined on a consolidated basis in
accordance with GAAP; (d) to the extent applicable, stock option compensation
costs applicable under (and calculated in accordance with) FASB ASC 718; (e)
all non-cash charges for such period taken for the impairment of goodwill in
accordance with FASB ASC 350, but excluding any non-cash charge that will
result in a cash charge in a future period; and (f) all documented fees and
expenses actually paid in connection with the First Amendment and the NSC
Acquisition in an aggregate amount not to exceed $10,000,000; provided, however,
that (i) to the extent included in Consolidated Net
Income, there shall be excluded in determining EBITDA for any period any gain
or loss resulting from changes or adjustments in the fair value of earn-outs or
other contingent consideration in accordance with FASB ASC 805-30-35; (ii)
with respect to any Person that became a Subsidiary of, or was merged with or
consolidated into, the Company or any Wholly Owned Subsidiary during such
period, “EBITDA” shall also include the EBITDA of such Person during such
period and prior to the date of such acquisition, merger or consolidation; and
(iii), with respect to any Person that ceased to be a Subsidiary, or was the
subject of a Disposition during any measurement period, “EBITDA” shall not
include the EBITDA of such Person for such measurement period, such
calculations under this proviso to be detailed with supporting documentation
and measured to the Required Holders’ reasonable satisfaction.


            “Noteholder Share of the Net Disposition Proceeds”
shall mean, with respect to any offer to prepay pursuant to paragraph 4G, as
determined on the date of the relevant Disposition, an amount equal to the Net
Disposition Proceeds resulting from such Disposition multiplied by (a) the
aggregate outstanding principal amount of the Notes, divided by (b) the sum of
(i) the aggregate outstanding principal amount of the Notes, plus (ii) (A) the
committed amount of the Revolving Commitments (as defined in the Credit
Agreement, provided that such amount shall not exceed $625,000,000), until the
termination of the Revolving Commitments (to the extent that the Company has
not entered into a replacement Credit Agreement with Revolving Commitments that
have not yet been terminated) and (B) thereafter, the aggregate amount of
Revolving Credit Exposure (as defined in the Credit Agreement, provided that
such amount shall not exceed $625,000,000).


            (g)        The Note
Agreement is hereby amended by replacing Exhibit E attached thereto in its
entirety with Exhibit A attached hereto.


2.                 
Waiver 












 




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            The Company has informed the
Noteholders that the Company failed to comply with the requirements of
paragraph 5J of the Note Agreement following the creation of (i) AmSurg UK Limited,
a Wholly Owned Subsidiary of the Company and (ii) AmSurg UK (London) Limited, a
Wholly Owned Subsidiary of AmSurg UK Limited, resulting in an Event of Default
under paragraph 7A of the Note Agreement (the “Specified Default”). 
Subject to the terms and conditions set forth herein,
and in reliance upon the representations and warranties of the Company made
herein, the Noteholders hereby waive the Specified Default.  The foregoing
waiver is a one-time waiver and is limited to the extent specifically set forth
above and no other terms, covenants or provisions of the Note Agreement or any
other Note Document are intended to be affected hereby, all of which remain in
full force and effect.  The Company acknowledges and agrees that the foregoing
waiver shall not waive (or be deemed to be or constitute a waiver of) any other
covenant, term or provision in the Note Agreement or hinder, restrict or
otherwise modify the rights and remedies of the Noteholders or the Collateral
Agent following the occurrence of any other present or future Default or Event
of Default (whether or not related to the Specified Default) under the Note
Agreement or any other Note Document.


3.                 
Release of New Port Richey
Anesthesia, LLC.  Subject to the terms and conditions set
forth herein, and in reliance upon the representations and warranties of the
Company made herein, the Noteholders hereby release AmSurg New Port Richey
Anesthesia, LLC from any and all liabilities and other obligations under the
Guaranty Agreement.


4.                 
Conditions to Effectiveness
of this Amendment. Notwithstanding any other provision of this Amendment
and without affecting in any manner the rights of the holders of the Notes
hereunder, it is understood and agreed that this Amendment shall not become
effective, and the Company shall have no rights under this Amendment, until the
Noteholders shall have received (i) reimbursement or payment of its costs and
expenses incurred in connection with this Amendment or the Note Agreement
(including reasonable fees, charges and disbursements of King & Spalding
LLP, counsel to the Noteholders), and (ii)
each of the following documents:


            (a)        Executed
counterparts to this Amendment from the Company, each of the Guarantors and the
Noteholders;


            (b)        A duly executed
copy of an amendment to the Credit Agreement, in form and substance
satisfactory to the Noteholders and their counsel;


            (c)        Such other
documents, instruments, agreements, certifications and opinions as any
Noteholder may reasonably request.


5.                 
Representations and
Warranties.   To induce the Noteholders to enter into this
Amendment, each Credit Party hereby represents and warrants to the Noteholders
that: 


(a)        The
execution, delivery and performance by such Credit Party of this Amendment
(i) are within such Credit Party’s power and authority; (ii) have
been duly authorized by all necessary corporate and shareholder action;
(iii) are not in contravention of any provision of such Credit Party’s
certificate of incorporation or bylaws or other organizational documents;
(iv) do not violate any law or regulation, or any order or decree of any
Governmental Authority; (v) do not conflict with or result in the breach
or termination of, constitute a default under or accelerate












 




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 any
performance required by, any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which such Credit Party or any of its
Subsidiaries is a party or by which such Credit Party or any such Subsidiary or
any of their respective property is bound; (vi) do not result in the creation
or imposition of any Lien upon any of the property of such Credit Party or any
of its Subsidiaries; and (vii) do not require the consent or approval of
any Governmental Authority or any other person;


(b)        This
Amendment has been duly executed and delivered for the benefit of or on behalf
of each Credit Party and constitutes a legal, valid and binding obligation of
each Credit Party, enforceable against such Credit Party in accordance with its
terms; 


            (c)        After giving
effect to this Amendment, the representations and warranties contained in the
Note Agreement and the other Note Documents are true and correct in all
material respects, and no Default or Event of Default has occurred and is
continuing as of the date hereof; 


            (d)       The execution,
delivery, performance and effectiveness of this Amendment will not: (a) impair
the validity, effectiveness or priority of the Liens granted pursuant to any
Note Document, and such Liens continue unimpaired with the same priority to
secure repayment of all of the applicable Obligations, whether heretofore or
hereafter incurred, and (b) require that any new filings be made or other
action taken to perfect or to maintain the perfection of such Liens; 


            (e)        Since the date of
the most recent financial statements of the Company described in paragraph
5A(i) of the Note Agreement, there has been no change which has had or could
reasonably be expected to have a Material Adverse Effect; and


            (f)        As of the date
hereof, the parties listed as signatories to this Amendment represent a true,
correct and complete list of the all the Credit Parties.


6.                 
Reaffirmations and
Acknowledgments.   


            (a)        Reaffirmation of Guaranty.  Each
Guarantor consents to the execution and delivery by the Company of this
Amendment and jointly and severally ratifies and confirms the terms of the
Guaranty Agreement with respect to the indebtedness now or hereafter
outstanding under the Note Agreement as amended hereby and all promissory notes
issued thereunder. Each Guarantor acknowledges that, notwithstanding anything
to the contrary contained herein or in any other document evidencing any
indebtedness of the Company to the Noteholders or any other obligation of the
Company, or any actions now or hereafter taken by the Noteholders with respect
to any obligation of the Company, the Guaranty Agreement (i) is and shall
continue to be a primary obligation of the Guarantors, (ii) is and shall
continue to be an absolute, unconditional, joint and several, continuing and
irrevocable guaranty of payment, and (iii) is and shall continue to be in full
force and effect in accordance with its terms.  Nothing contained herein to the
contrary shall release, discharge, modify, change or affect the original
liability of the Guarantors under the Guaranty Agreement.  


            (b)        Acknowledgment
of Perfection of Security Interest. Each Credit Party hereby acknowledges
that, as of the date hereof, the security interests and liens granted to the
Collateral Agent under the Security Documents for the benefit of the
Noteholders and other secured parties












 




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 are in full
force and effect, are properly perfected and are enforceable in accordance with
the terms of the Note Agreement, the Security Documents and the other Note
Documents.


7.                 
Release.  In consideration of the amendments contained
herein, each Credit Party hereby waives and releases each of the Noteholders
from any and all claims and defenses, known or unknown as of the date hereof,
with respect to the Note Agreement and the other Note Documents and the
transactions contemplated thereby.


8.                 
Effect of Amendment.  Except as set
forth expressly herein, all terms of the Note Agreement, as amended hereby, and
the other Note Documents shall be and remain in full force and effect and shall
constitute the legal, valid, binding and enforceable obligations of the Company
and the other Credit Parties party thereto to all holders of the Notes.  The
execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power or remedy of
the holders of the Notes under the Note Agreement, nor constitute a waiver of
any provision of the Note Agreement.  From and after the date hereof, all
references to the Note Agreement shall mean the Note Agreement as modified by
this Amendment.  This Amendment shall constitute a Note Document for all
purposes of the Note Agreement.


9.                 
Governing Law.    This
Amendment shall be governed by, and construed in accordance with, the internal
laws of the State of New York and all applicable federal laws of the United
States of America.


10.             
No Novation.   This Amendment
is not intended by the parties to be, and shall not be construed to be, a
novation of the Note Agreement or an accord and satisfaction in regard thereto.


11.             
Costs and Expenses.  The Company agrees to pay on demand all costs and
expenses of the Noteholders in connection with the preparation, execution and
delivery of this Amendment, including, without limitation, the reasonable fees
and out-of-pocket expenses of outside counsel for the Noteholders with respect
thereto.


12.             
Counterparts.   This
Amendment may be executed by one or more of the parties hereto in any number of
separate counterparts, each of which shall be deemed an original and all of
which, taken together, shall be deemed to constitute one and the same
instrument.  Delivery of an executed counterpart of this Amendment by facsimile
transmission or by electronic mail in pdf form shall be as effective as
delivery of a manually executed counterpart hereof.


13.             
Binding Nature.   This
Amendment shall be binding upon and inure to the benefit of the parties hereto,
any other holders of Notes from time to time and their respective successors,
successors-in-titles, and assigns.


14.             
Entire Understanding.   This
Amendment sets forth the entire understanding of the parties with respect to
the matters set forth herein, and shall supersede any prior negotia­tions or
agreements, whether written or oral, with respect thereto.
















 




9




 










 








 








            IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed, under seal in the case of the Company and the Guarantors, by their
respective authorized officers as of the day and year first above written.


                                                                                                                                                                          


	
   

  	
  Company:

  
	
   

  	
  AMSURG CORP

  
	
   

  	
  By:

  	
  /s/ Claire M. Gulmi

  
	
   

  	
   

  	
  Name: Claire M. Gulmi

  
	
   

  	
   

  	
  Title: Executive Vice President, Chief

  
	
   

  	
   

  	
  Financial Officer and Secretary

  
	
   

  	
   

  	
   

  




 


 


 


 


 


 


 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO NOTE PURCHASE AGREEMENT]


 












 










 








 








 


	
   

  	
  GUARANTORS:

   

  AmSurg Holdings, Inc. 

  AmSurg Anesthesia Management Services,
  LLC 

  AmSurg EC Topeka, Inc.

  AmSurg EC St. Thomas, Inc.

  AmSurg EC Beaumont, Inc.

  AmSurg KEC, Inc.

  AmSurg EC Santa Fe, Inc.

  AmSurg EC Washington, Inc.

  AmSurg Torrance, Inc.

  AmSurg Abilene, Inc.

  AmSurg Suncoast, Inc.

  AmSurg Lorain, Inc.

  AmSurg La Jolla, Inc.

  AmSurg Hillmont, Inc.

  AmSurg Palmetto, Inc.

  AmSurg Northwest Florida, Inc.

  AmSurg Ocala, Inc.

  AmSurg Maryville, Inc.

  AmSurg Miami, Inc.

  AmSurg Burbank, Inc.

  AmSurg Melbourne, Inc.

  AmSurg El Paso, Inc.

  AmSurg Crystal River, Inc.

  AmSurg Abilene Eye, Inc.

  AmSurg Inglewood, Inc.

  AmSurg Glendale, Inc.

  AmSurg San Antonio TX, Inc.

  AmSurg San Luis Obispo CA, Inc.

  AmSurg Temecula CA, Inc.

  AmSurg Escondido CA, Inc.

  AmSurg Scranton PA, Inc.

  AmSurg Arcadia CA Inc.

  AmSurg Main Line PA, Inc.

  AmSurg Oakland CA, Inc.

  AmSurg Lancaster PA, Inc.

  AmSurg Pottsville PA, Inc.

  AmSurg Glendora CA, Inc.

  AmSurg Kissimmee FL, Inc.

  AmSurg Altamonte Springs FL., Inc.

  AmSurg New Port Richey FL, Inc.

  AmSurg EC Centennial, Inc.

  AmSurg Naples, Inc.

  Illinois NSC, Inc.

  NSC Healthcare, Inc.  

   

  
	
  [SIGNATURE
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  NSC RBO West, LLC

  NSC RBO East, LLC

  Long Beach NSC, LLC

  Torrance NSC, LLC

  Davis NSC, LLC

  Fullerton NSC, LLC

  San Antonio NSC, LLC

  Austin NSC, LLC

  Twin Falls NSC, LLC

  Ardmore NSC, LLC

  Kenwood NSC, LLC

  Towson NSC, LLC

  Wilton NSC, LLC

  NSC West Palm, LLC

  Tampa Bay NSC, LLC

  Coral Springs NSC, LLC

  Weston NSC, LLC

   

   

  By:  _/s/
  Christopher R. Kelly___________ 

          Name:
  Christopher R. Kelly

          Title:
  Vice President

   

  Austin NSC, LP

   

  By:  Austin NSC, LLC, its general
  partner

   

  By:  _/s/
  Christopher R. Kelly___________ 

          Name:
  Christopher R. Kelly

          Title: Vice President

  




 


 


 


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  NOTEHOLDERS:

  THE PRUDENTIAL INSURANCE COMPANY

    OF AMERICA

   

   

  By:  /s/ Billy Greer________________________ 

  Senior Vice President

   

   

  PRUCO LIFE INSURANCE COMPANY

   

   

  By:  /s/ Billy Greer________________________ 

  Assistant Vice President

   

   

  PRUDENTIAL RETIREMENT INSURANCE

    AND ANNUITY COMPANY

   

  By:      Prudential Investment Management, Inc.,

  as investment
  manager

   

               

              By: /s/ Billy Greer__________________ 

  Senior Vice President

   

   

  forethought life insurance
  company

   

  By:      Prudential Private Placement Investors,

  L.P. (as Investment Advisor)

   

  By:      Prudential Private Placement Investors,
  Inc.

  (as its General Partner)

   

   

  By:  /s/ Billy Greer__________________ 

  Senior Vice President

   

   

  




 


[SIGNATURE PAGE TO THIRD
AMENDMENT TO NOTE PURCHASE AGREEMENT]


 












 










 








 








Exhibit A


 


EXHIBIT
E


 


FORM OF
ACQUISITION INFORMATION PACKAGE


 


Pursuant to paragraphs 6N of
the Note Purchase Agreement, AmSurg Corp. (the “Company”) shall deliver
to the holders of the Notes (as defined in the Note Purchase Agreement) the
following information in connection with any Acquisition:


(1)        the total consideration given in connection with any
Acquisition in the following format:


(a)        Cash:   $                       


(b)        Stock:
$                        


(c)        Contingent
Consideration: $__________


(d)       Personal
Property: $                 


(e)        Other
Property: [identify type and value]


                                                                                      


                                                                                      


                                                                                      


                                                                                      


TOTAL:          $__________ 


(2)        summary financial information relating to the interest or
entity to be acquired, including percentage interest being acquired and
operating forecasts,


(3)        (a) the Acquisition Pro Forma duly certified by the chief
financial officer of the Company and (b) calculations of the chief financial
officer of the Company demonstrating compliance on a Pro Forma Basis with the
financial covenants contained in paragraph 6A of the Note Purchase Agreement
after such Acquisition is completed.


            As used herein, the “Note Purchase
Agreement” means that certain Note Purchase Agreement, dated as of May 28,
2010 among the Company, The Prudential Insurance Company of America and the
other Purchasers party thereto as the same may be amended, restated,
supplemented or otherwise modified from time to time in accordance with its
terms.