FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND WAIVER


 


            This FOURTH AMENDMENT TO REVOLVING
CREDIT AGREEMENT AND WAIVER is dated as of June 29, 2012  (this “Amendment”)
by and among AMSURG CORP., a Tennessee corporation (the “Borrower”),
each of the “Lenders” party to the Credit Agreement defined below (the “Lenders”)
and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the
“Administrative Agent”). 


 


WHEREAS,
the Borrower, certain of the Lenders and the Administrative Agent are parties
to that certain Revolving Credit Agreement dated as of May 28, 2010, as amended
from time to time prior to the date hereof, among the Borrower, the Lenders
party thereto and the Administrative Agent (as so amended, the “Credit
Agreement”; capitalized terms used herein and not
otherwise defined herein shall have the respective definitions given them in
the Credit Agreement); 


 


WHEREAS,
the Borrower failed to comply with the requirements of Section 5.10 of the
Credit Agreement following the creation of (i) AmSurg UK Limited, a Wholly
Owned Subsidiary of the Borrower and (ii) AmSurg UK (London) Limited, a Wholly
Owned Subsidiary of AmSurg UK Limited, resulting in an Event of Default under
Section 8.1 of the Credit Agreement (the “Specified Default”);  


 


WHEREAS,
the Borrower has requested (i) an increase in the Aggregate Revolving
Commitments in the amount of $25,000,000, (ii) that the Administrative Agent
and the Lenders waive the Specified Default and (iii) certain other amendments
to the Credit Agreement, each on the terms and conditions more particularly set
forth below; and 


 


WHEREAS,
the Administrative Agent and the Lenders are willing to waive the Specified
Default, increase the Aggregate Revolving Commitments and amend certain
provisions of the Credit Agreement, but only on the terms and conditions
contained in this Amendment.


 


NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereto hereby agree as follows:


 


Section 1.  Specific Amendments and Waiver.   


 


(a)        Section 1.1 of the Credit Agreement is hereby amended
by adding the following new definitions in the appropriate alphabetical order:


 


“Domestic Subsidiary” means any
Subsidiary of the Borrower that is not a Foreign Subsidiary.


 


“Foreign Pledge Agreement” shall
mean any pledge, hypothecation, charge or similar agreement, in form and
substance satisfactory to Administrative Agent, whereby the Borrower and each
of its presently existing and hereafter acquired Wholly Owned Subsidiaries that
are Domestic Subsidiaries pledge and grant to












 




1




 










 








 








 the Collateral
Agent a first priority perfected Lien in the Borrower'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” means any
direct or indirect Subsidiary of the Borrower that is organized under the laws
of a jurisdiction other than the United States of America, any State thereof or
the District of Columbia.


 


“Fourth Amendment” means that
certain Fourth Amendment to Revolving Credit Agreement and Waiver dated as of
June 29, 2012 by and among the Borrower, the Lenders party thereto and the
Administrative Agent.


 


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


 


“Weighted Average Life to Maturity”
means, when applied to any Indebtedness at any date, the number of years
obtained by dividing: (a) the sum of the products obtained by multiplying (i)
the amount of each then remaining installment, sinking fund, serial maturity or
other required payments of principal, including payment at final maturity, in
respect thereof, by (ii) the number of years (calculated to the nearest
one-twelfth) that will elapse between such date and the making of such payment;
by (b) the then outstanding principal amount of such Indebtedness. 


 


(b)        Section 1.1 of the Credit Agreement is hereby amended
by deleting the defined term “Acquisition Approval Letter” in its
entirety.  


 


(c)        Section 1.1 of the Credit Agreement is hereby further amended
by deleting the defined terms “Acquisition Information Package”, “Aggregate
Revolving Commitments”, “Applicable Margin”, “Debt Basket Amount”,
“EBITDA”, “Maturity Date” and “Swing Line Commitment” in
their entirety and substituting in lieu thereof the following:


 


“Acquisition Information Package”
shall mean information delivered by Borrower to Administrative Agent and
Lenders pursuant to Section 7.13 in the form of Exhibit F.


 


“Aggregate Revolving Commitments”
shall mean the sum of the Revolving Commitments of all Lenders at any time
outstanding.  As of the Fourth Amendment Effective Date, the Aggregate
Revolving Commitments equal $475,000,000.


 


“Applicable Margin” means, as of
any date, with respect to the Letter of Credit Fee, the Commitment Fee and all
Revolving Loans outstanding on such date, a percentage per annum determined by
reference to the applicable Leverage Ratio in effect on such date in accordance
with the table set forth immediately below, provided, that a change in
the Applicable Margin resulting from a change in the 












 




2




 










 








 








Leverage Ratio
shall be effective on the second Business Day after which the Borrower delivers
the financial statements required by Section 5.1(a) or Section 5.1(b)
and the Compliance Certificate required by Section 5.1(c); provided
further, that if at any time the Borrower shall have failed to deliver such
financial statements and such Compliance Certificate when so required, the
Applicable Margin shall be at Level IV as set forth immediately below until
such time as such financial statements and Compliance Certificate are
delivered, at which time the Applicable Margin shall be determined as provided
above.  Notwithstanding the foregoing, the Applicable Margin in effect for the
period from the Fourth Amendment Effective Date until the date a change in the
Applicable Margin becomes effective as provided above following delivery of
financial statements and the Compliance Certificate after the Fourth Amendment
Effective Date shall be at Pricing Level III as set forth below.


 


	
   

  Pricing
  Level

  	
   

  Leverage
  Ratio

   

  	
   

  Applicable
  Margin for Eurodollar Loans

   

  	
   

  Applicable
  Margin for Base Rate Loans

  	
   

  Commitment
  Fees

  	
   

  Letter of
  Credit Fees

  
	
   

  I

  	
  Less than
  1.50:1.00

  	
   

  1.50%

  	
   

  0.50%

  	
   

  0.20%

  	
   

  1.50%

  
	
   

  II

  	
  Less than
  2.25:1.00 but greater than or equal to 1.50:1.00

   

  	
   

   

  1.75%

  	
   

   

  0.75%

  	
   

   

  0.25%

  	
   

   

  1.75%

  
	
   

  III

  	
  Less than
  3.00:1.00 but greater than or equal to 2.25:1.00

   

  	
   

   

  2.00%

  	
   

   

  1.00%

  	
   

   

  0.30%

  	
   

   

  2.00%

  
	
   

  IV

  	
  Greater than
  or equal to 3.00:1.00

   

  	
   

  2.25%

  	
   

  1.25%

  	
   

  0.40%

  	
   

  2.25%

  




 


“Debt Basket Amount” means Indebtedness of the
Borrower 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 Fourth
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; and (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 and (v) for the
period from July 1, 2016 through the Maturity Date, $70,000,000.












 




3




 










 








 








“EBITDA”
means, for the Borrower 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 Borrower 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 Administrative Agent’s reasonable
satisfaction.


 


“Maturity Date” shall mean the earliest of (i) June 28, 2017 (ii) the
date on which the Revolving Commitments are terminated pursuant to Section
2.8, or (iii) the date on which all amounts outstanding under this Agreement
have been declared or have automatically become due and payable. 


 


“Swingline Commitment” shall mean the
commitment of the Swingline Lender to make Swingline Loans in an aggregate
principal amount at any time outstanding not to exceed $20,000,000.


 


(d)       Section 2.23 of the Credit Agreement is hereby amended
by deleting subsection (a) in its entirety and substituting in lieu
thereof the following:


 


“(a)      From and after the Fourth
Amendment Effective Date, the Borrower may, upon at least 10 days’ written notice
to the Administrative Agent (who shall promptly provide a copy of such notice
to each Lender), from time to time propose to increase the Aggregate Revolving
Commitments by an aggregate amount not to exceed $150,000,000 (the amount of
any such increase, the “Additional Commitment Amount”); provided,  however,
that each Additional Commitment Amount
shall be in a principal amount of not less than $10,000,000 or a larger
multiple of $5,000,000.  Each Lender shall have the












 




4




 










 








 








right for a period
of 10 days following receipt of such notice, to elect by written notice to the
Borrower and the Administrative Agent to increase its Revolving Commitment by a
principal amount equal to its Pro Rata Share of the Additional Commitment
Amount.  Any Lender who does not respond within such 10 day period shall be
deemed to have elected not to increase its Revolving Commitment.  No Lender (or
any successor thereto) shall have any obligation to increase its Revolving
Commitment or its other obligations under this Agreement and the other Loan
Documents, and any decision by a Lender to increase its Revolving Commitment
shall be made in its sole discretion independently from any other Lender.”


 


(e)        Section 5.10 of the Credit Agreement is hereby amended
by deleting such Section in its entirety and substituting in lieu thereof the
following:


 


“Section 5.10.  Additional
Subsidiaries. 


 


(a)        (i)
If any additional Wholly Owned Subsidiary that is a Domestic Subsidiary is
acquired or formed by Borrower, the Borrower 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 Borrower 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 Collateral Agent, (ii) if such Wholly Owned
Subsidiary is not a corporation, execute such security agreements as are reasonably
satisfactory to the Collateral Agent pledging to the Collateral Agent all of
the ownership interest the Borrower 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 Subsidiary Guarantee Agreement
and an Indemnity and Contribution Agreement (or appropriate amendments or
joinders to the existing Subsidiary Guarantee Agreement and Indemnity and
Contribution Agreement), 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 interests
described herein, all without the necessity of Borrower’s execution thereof.


 


(ii) 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
Borrower, the applicable Wholly Owned Subsidiary or Borrower, 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 Collateral Agent pledging to the 












 




5




 










 








 








Collateral
Agent the ownership interest that the Borrower 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 Borrower’s or
such Wholly Owned Subsidiary’s execution thereof.


 


(b)        If
(i) any Foreign Subsidiary is acquired or formed by the Borrower 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 Borrower 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 Borrower
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 Administrative Agent 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%) of the non-voting Capital Stock of such Foreign Subsidiary owned by the
Borrower 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.


 


(c)        In
connection with the acquisition or formation of any Wholly Owned Subsidiary or
other Subsidiary referenced in clauses (a) and (b) above, the Borrower shall
also cause the Collateral Agent to receive simultaneously with the
documentation referenced above the resolution of the respective Person
executing such documentation and an opinion letter issued by Borrower’s legal
counsel regarding such matters as may be reasonably required by the Collateral
Agent.


 


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


 


(e)        Notwithstanding
the requirements set forth in clause (a) of this Section 5.10,
neither the Borrower nor any Subsidiary shall be required to pledge or cause to
be pledged to the Collateral Agent any Equity Interests acquired by the
Borrower or its Subsidiaries after the Closing Date 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 Borrower or its Subsidiaries in
which the Collateral Agent does not have a perfected Lien exceed ten percent
(10%) of the Borrower’s consolidated total assets, determined by reference to
the 












 




6




 










 








 








consolidated
financial statements of the Borrower and its Subsidiaries most recently
delivered pursuant to Section 5.1(a). 


 


(f)        Section 7.1 of the Credit Agreement is hereby amended
by deleting clause (f) of such Section in its entirety and substituting in lieu
thereof the following new clause (f):


 


“(f)      Private
Placement Indebtedness, including refundings, refinancings and replacements
thereof, and amendments or modifications to the Private Placement Documents; provided,
however, that the aggregate principal amount of such Private Placement
Indebtedness shall not at any time exceed $125,000,000 and all Guarantees
thereof by Subsidiaries of the Borrower that have also guaranteed the
Obligations; provided, further, that, Private Placement Indebtedness resulting
from any such refunding, refinancing, replacement, amendment and/or
modification, or any permitted increase in the principal amount thereof, shall
have (i) a final maturity date equal to or later than the date that is six (6)
months after the Maturity Date and (ii) a Weighted Average Life to Maturity
equal to or greater than the Weighted Average Life to Maturity of the Private
Placement Indebtedness determined on and as of the Fourth Amendment Effective
Date; and”


 


(g)        Section 7.4 of the Credit Agreement is hereby amended
by adding the following at the end of such Section:


 


“Notwithstanding anything to the contrary in this Section 7.4
or otherwise, the Borrower 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 Borrower 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).”












 




7




 










 








 








(h)        Section 7.13 of the Credit
Agreement is hereby amended by deleting such Section in its entirety and
substituting in lieu thereof the following:


 


“Section 7.13.  Acquisitions.


 


The Borrower
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 Borrower is in compliance on a Pro Forma Basis
with the financial covenants set forth in Article VI recomputed as of
the last day of the most recently ended Fiscal Quarter for which financial
statements are available (and the Borrower shall be deemed to have represented
and warranted to the Administrative Agent and the Lenders, 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 Borrower delivers to Administrative
Agent and Lenders the Acquisition Information Package; and


 


(iii)            
the Borrower shall deliver to
Administrative Agent the documentation and agreements required by Section 5.10
herein within the time period required under Section 5.10.” 


 


(i)         The Credit Agreement is hereby amended by deleting
Exhibit E attached thereto in its entirety. 


 


(j)         The Credit Agreement is hereby amended by deleting
Exhibit F attached thereto in its entirety and substituting in lieu thereof Exhibit
A attached hereto.


 


(k)        The Credit Agreement is hereby amended by deleting
Schedule 1.1(b) attached thereto in its entirety and substituting in lieu
thereof Exhibit B attached hereto.


 


(k)        Subject to the terms and conditions set forth herein,
and in reliance upon the representations and warranties of the Borrower made
herein, the Administrative Agent and the Lenders 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 Credit Agreement or any other Loan Document are intended to be affected
hereby, all of which remain in full force and effect.  The Borrower
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
Credit Agreement or hinder, restrict or otherwise modify the rights and
remedies of the Lenders, the Administrative Agent or the Collateral Agent
following the occurrence of any 












 




8




 










 








 








other present or future Default or Event of Default
(whether or not related to the Specified Default) under the Credit Agreement or
any other Loan Document.


 


Section 2.  Release of Guarantor.  Subject to the terms and conditions set
forth herein, and in reliance upon the representations and warranties of the
Borrower made herein, the Administrative Agent and the Lenders hereby release
AmSurg New Port Richey Anesthesia, LLC from any and all liabilities and other
obligations under the Subsidiary Guarantee Agreement.


 


Section 3.  Conditions Precedent.  The effectiveness of this Amendment is subject to the truth and
accuracy of the representations set forth in Section 4 below and receipt by the
Administrative Agent of each of the following, each of which shall be in form
and substance satisfactory to Administrative Agent:


 


(i)         This Amendment duly executed by the
Borrower, each of the Lenders and the Administrative Agent;


 


(ii)        A Reaffirmation of Obligations Under Loan
Documents (the “Reaffirmation”) duly executed by the Borrower and each
other Loan Party, in the form of Exhibit C attached hereto;


 


(iii)       A duly executed Note payable to any Lender
requesting delivery of a Note in the face amount of its Revolving Commitment
after giving effect to this Amendment;


 


(iv)       A
certificate, dated as of the Fourth Amendment Effective Date, signed by the
Secretary and a Responsible Officer of each Loan Party (together with
certifications as to incumbency and signatures of such officers) with
appropriate insertions and deletions, certifying that: (A) attached
thereto are copies of resolutions adopted by of the board of directors (or
equivalent thereof) of (x) the Borrower, approving the execution, delivery and
performance of this Amendment and the other documents to be executed in
connection herewith and authorizing the incurrence of the additional
Obligations contemplated hereby and such additional Obligations are entitled to
benefits of the Security Documents and other Loan Documents and (y) each other
Loan Party, stating that such additional Obligations are entitled to benefits
of the Security Documents and other Loan Documents; (B) no consents,
approvals, authorizations, registrations, filings or orders are required to be
made or obtained under any Requirement of Law or Material Contract of any Loan
Party in connection with the execution, delivery, performance, validity and
enforceability of this Amendment or any of the transactions contemplated
hereby, except those which have been made or obtained and are in full force and
effect (with all applicable waiting periods, if any, having expired); and (C)
except for the Specified Default, no Default or Event of Default exists
immediately before giving effect to amendments provided for herein and no
Default or Event of Default will result immediately after giving effect to
amendments and waiver provided for herein;


 


(v)        A favorable
opinion of Bass Berry & Sims PLC, counsel to the Borrower and the other
Loan Parties, addressed to the Administrative Agent and the Lenders and
covering 












 




9




 










 








 








such
matters relating to the Loan Parties, this Amendment and the transactions
contemplated hereby, in form and substance satisfactory to the Administrative
Agent and its counsel;


 


(vi)       A duly
executed copy of an amendment to the Intercreditor Agreement in form and
substance satisfactory to the Administrative Agent and its counsel;


 


(vii)      A duly
executed copy of an amendment to the Note Purchase Agreement in form and
substance satisfactory to the Administrative Agent and its counsel;


 


(viii)     The payment
of all fees and expenses contemplated by (i) that certain engagement letter
dated June 7, 2012 among SunTrust Robinson Humphrey, Inc., SunTrust Bank and
the Borrower and (ii) Section 5 hereof; and


 


(ix)       Such other
documents, instruments, agreements, certifications and opinions as the
Administrative Agent, on behalf of the Lenders, may reasonably request.


 


Section 4.  Representations.  The Borrower represents
and warrants to the Administrative Agent and the Lenders that:


 


(a)  Authorization.  Each of
the Borrower and the other Loan Parties have the right and power, and have
taken all necessary action to authorize them, to execute and deliver this
Amendment and the Reaffirmation and to perform their respective obligations
hereunder and under the Credit Agreement, as amended by this Amendment, and the
other Loan Documents to which they are a party in accordance with their
respective terms.  This Amendment has been duly executed and delivered by a
duly authorized officer of the Borrower and the Loan Parties and each of this
Amendment and the Credit Agreement, as amended by this Amendment, is a legal,
valid and binding obligation of the Borrower enforceable against the Borrower
in accordance with its respective terms.


 


(b) Compliance with Laws.  The
execution and delivery by the Borrower and the other Loan Parties of this
Amendment and the Reaffirmation and the performance by the Borrower of this
Amendment and the Credit Agreement, as amended by this Amendment, in accordance
with their respective terms, do not and will not, by the passage of time, the
giving of notice or otherwise: (i) require any consent or approval of,
registration or filing with, or any action by, any Governmental Authority or
any other Person or violate any Requirements of Law applicable to the Loan
Parties or any judgment, order or ruling of any Governmental Authority;
(ii) violate or result in a default under any Material Contract binding on
the Loan Parties or any of their assets or give rise to a right thereunder to
require any payment to be made by the Loan Parties; or (iii) result in the
creation or imposition of any Lien on any asset of the Loan Parties.


 


(c) Reaffirmation.  As of the
date of this Amendment and immediately after giving effect to this Amendment,
all representations and warranties of each Loan Party set forth in the Loan
Documents is true and correct in all material respects (except to the extent
that any 












 




10




 










 








 








such
representation or warranty expressly relates to a specified earlier date, in
which case such representation or warranty shall be true and correct as of such
earlier date).


 


(d)  No Default.  As of the
date hereof (except for the Specified Default) and immediately after giving
effect to this Amendment, no Default or Event of Default shall exist.


 


(e)  No Impairment of Liens. 
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 Loan 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.


 


(f)  No Material Adverse Effect. 
Since the date of the most recent financial
statements of the Borrower described in Section 5.1(a) of the Credit
Agreement, there has been no change which has had or
could reasonably be expected to have a Material Adverse Effect.


 


(g)  Loan Parties.  Schedule
1 attached hereto sets forth a true, correct and complete list of all of
the Loan Parties as of the date hereof and the tax identification number of
each Loan Party.


 


(h)  Foreign Subsidiaries.  As
of the date hereof, (i) there are no Foreign Subsidiaries other AmSurg UK
Limited and AmSurg UK (London) Limited and (ii) the aggregate Investments made
in AmSurg UK Limited and AmSurg UK (London) Limited do not exceed $1,000,000.  


 


Section
5.  Payment of Fees and Expenses.  The Borrower agrees to pay or
reimburse the Administrative Agent for its reasonable out-of-pocket fees, costs
and expenses incurred in connection with the preparation, negotiation,
execution and delivery of this Amendment and the other documents and agreements
executed and delivered in connection herewith. 


 


Section 6.   Release.  In consideration of the
amendments and waiver contained herein, the Borrower hereby waives and releases
each of the Lenders, the Administrative Agent and the Issuing Bank from any and
all claims and defenses, known or unknown as of the date hereof, with respect
to the Credit Agreement and the other Loan Documents and the transactions
contemplated thereby.


 


Section 7.  Effect; Ratification.   


 


(a)        Except
as expressly herein amended, the terms and conditions of the Credit Agreement
and the other Loan Documents remain unchanged and continue to be in full force
and effect.  The amendments and waiver contained herein shall be deemed to have
prospective application only, unless otherwise specifically stated herein.  The
Credit Agreement is hereby ratified and confirmed in all respects.  Each reference to the Credit Agreement in any of the Loan 












 




11




 










 








 








Documents (including the Credit Agreement) shall be deemed
to be a reference to the Credit Agreement, as amended by this Amendment.  


 


(b)        Nothing contained  herein
shall be deemed to constitute a waiver of compliance with any term or condition
contained in the Credit Agreement or any of the other Loan Documents, or
constitute a course of conduct or dealing among the parties.  The
Administrative Agent and the Lenders reserve all rights, privileges and
remedies under the Loan Documents.  


 


(c)        Nothing in this Amendment is intended, or shall be
construed, to constitute a novation or an accord and satisfaction of any of the
Obligations or to modify, affect or impair the perfection, priority or
continuation of the security interests in, security titles to or other Liens on
any collateral (including the Collateral) securing the Obligations.


 


(d)       This Amendment constitutes the entire agreement and
understanding among the parties hereto with respect to the subject matter
hereof and supersedes any and all prior agreements and understandings, oral or
written, relating to the subject matter hereof.


 


(e)        This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all
of which when taken together shall constitute a single instrument.  Delivery of
an executed counterpart of a signature page of this Amendment by facsimile
transmission or by email in Adobe “.pdf” format shall be effective as delivery
of a manually executed counterpart hereof.


 


Section 8.  Further Assurances.  The Borrower agrees
to, and to cause any Loan Party to, take all further actions and execute such
other documents and instruments as the Administrative Agent may from time to
time reasonably request to carry out the transactions contemplated by this
Amendment, the Loan Documents and all other agreements executed and delivered
in connection herewith. 


 


Section
9.  Effect of Increase of Aggregate Revolving Commitments.  The
Administrative Agent and the Lenders agree that the Revolving Commitment of each of the Lenders immediately prior to the
effectiveness of this Amendment shall be reallocated among the Lenders such
that, immediately after the effectiveness of this Amendment in accordance with
its terms, the Revolving Commitment of each Lender shall be as set forth on Exhibit
B attached hereto.  In order to effect such reallocations, assignments
shall be deemed to be made among the Lenders in such amounts as may be
necessary, and with the same force and effect as if such assignments were
evidenced by the applicable Assignments and Acceptances (but without the
payment of any related assignment fee), and no other documents or instruments
shall be required to be executed in connection with such assignments (all of
which such requirements are hereby waived).  Further, to effect the foregoing,
each Lender agrees to make cash settlements in respect of any outstanding
Revolving Loans, either directly or through the Administrative Agent, as the
Administrative Agent may direct or approve, such that after giving effect to
this Amendment, each Lender holds Revolving Loans equal to its Pro Rata Share
(based on the Revolving Commitment of each Lender as set forth on Exhibit B
attached hereto).












 




12




 










 








 








Section 10.   Miscellaneous. 
This Amendment shall be governed by, and
construed in accordance with, the internal laws of the State of TENNESSEE
without regard to conflict of laws principles thereof.  This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective permitted successors and
assigns.  


 


Section 11.  Severability.  In case any provision of or
obligation under this Amendment shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. 


 


 


[Signature Pages Follow]
















 




13




 










 








 








IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment
to Revolving Credit Agreement and Waiver to be duly executed by their
respective authorized officers as of the day and year first above written.


	
   

  	
  BORROWER: 

  
	
   

  	
  AMSURG CORP

  
	
   

  	
  By:

  	
  /s/ Claire M. Gulmi

  
	
   

  	
  Title:

  	
  Executive Vice President, Chief

  
	
   

  	
   

  	
  Financial Officer and Secretary

  
	
   

  	
   

  	
   

  




 


 


 


 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver


 












 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
  As Administrative Agent, as Issuing
  Bank, and as a Lender

  
	
   

  	
  By:

  	
  /s/ Dana Dhaliwal

  
	
   

  	
  Title:

  	
  Director

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver













 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  REGIONS BANK

  
	
   

  	
  By:

  	
  /s/ Vince Abler

  
	
   

  	
  Title:

  	
  Vice President

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
  By:

  	
  /s/ H. Hope Walker

  
	
   

  	
  Title:

  	
  Vice President

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  By:

  	
  /s/ Dana Smith

  
	
   

  	
  Title:

  	
  Authorized Officer

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  US BANK NATIONAL ASSOCIATION

  
	
   

  	
  By:

  	
  /s/ Clifford S. Chaitman

  
	
   

  	
  Title:

  	
  Assistant Vice
  President

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  BRANCH BANKING AND TRUST COMPANY

  
	
   

  	
  By:

  	
  /s/ R. Andrew Beam

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  FIFTH THIRD BANK, N.A..

  
	
   

  	
  By:

  	
  /s/ John Stringfield

  
	
   

  	
  Title:

  	
  Vice President

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION.

  
	
   

  	
  By:

  	
  /s/ Sukanya V. Raj

  
	
   

  	
  Title:

  	
  Vice President and
  Portfolio Manager

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  UNION BANK, N.A.

  
	
   

  	
  By:

  	
  /s/ Sarah Willett

  
	
   

  	
  Title:

  	
  Vice President

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
  By:

  	
  /s/ Michael C. Bash

  
	
   

  	
  Title:

  	
  Officer

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


	
   

  	
  LENDER: 

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
  By:

  	
  /s/ Zafar Khan

  
	
   

  	
  Title:

  	
  Vice President

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


 


	
   

  	
  LENDER: 

  
	
   

  	
  FIRST TENNESSEE BANK NATIONAL
  ASSOCIATION

  
	
   

  	
  By:

  	
  /s/ Cathy Wind

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


 


	
   

  	
  LENDER: 

  
	
   

  	
  COMPASS BANK

  
	
   

  	
  By:

  	
  /s/ Kara Van Duzee

  
	
   

  	
  Title:

  	
  Senior Vice President

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


 


	
   

  	
  LENDER: 

  
	
   

  	
  SYNOVUS BANK

  
	
   

  	
  By:

  	
  /s/ Anne Lovette

  
	
   

  	
  Title:

  	
  Senior
  Relationship Manager

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


 


	
   

  	
  LENDER: 

  
	
   

  	
  CADENCE BANK, N.A.

  
	
   

  	
  By:

  	
  /s/ William Crawford

  
	
   

  	
  Title:

  	
  EVP

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


 


	
   

  	
  LENDER: 

  
	
   

  	
  GOLDMAN SACHS BANK USA

  
	
   

  	
  By:

  	
  /s/ Mark Walton

  
	
   

  	
  Title:

  	
  Authorized
  Signatory

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








 


 


	
   

  	
  LENDER: 

  
	
   

  	
  AVENUE BANK

  
	
   

  	
  By:

  	
  /s/ Carol S. Situs

  
	
   

  	
  Title:

  	
  Senior Vice
  President

  




 


 


 


 


 


 


 


 


 


Signature page to Fourth Amendment to
Revolving Credit Agreement and Waiver












 










 








 








Schedule 1


 


Loan Parties


 


	
  Loan Party

  	
  Tax Identification Number

  
	
  AmSurg
  Corp.

  	
  62-1493316

  
	
  AmSurg
  Holdings, Inc. 

  	
  62-1595888

  
	
  AmSurg
  EC Topeka, Inc.

  	
  62-1512093

  
	
  AmSurg
  EC St. Thomas, Inc.

  	
  62-1511996

  
	
  AmSurg
  EC Beaumont, Inc.

  	
  62-1524208

  
	
  AmSurg
  KEC, Inc.

  	
  62-1510489

  
	
  AmSurg
  EC Santa Fe, Inc.

  	
  62-1523398

  
	
  AmSurg
  EC Washington, Inc.

  	
  62-1506354

  
	
  AmSurg
  Torrance, Inc.

  	
  62-1545685

  
	
  AmSurg
  Abilene, Inc.

  	
  62-1555413

  
	
  AmSurg
  Suncoast, Inc.

  	
  62-1555677

  
	
  AmSurg
  Lorain, Inc.

  	
  62-1595307

  
	
  AmSurg
  La Jolla, Inc.

  	
  62-1625304

  
	
  AmSurg
  Hillmont, Inc.

  	
  62-1632685

  
	
  AmSurg
  Palmetto, Inc.

  	
  62-1647404

  
	
  AmSurg
  Northwest Florida, Inc.

  	
  62-1519549

  
	
  AmSurg
  Ocala, Inc.

  	
  62-1650493

  
	
  AmSurg
  Maryville, Inc.

  	
  62-1586143

  
	
  AmSurg
  Miami, Inc.

  	
  62-1598504

  
	
  AmSurg
  Burbank, Inc.

  	
  62-1619548

  
	
  AmSurg
  Melbourne, Inc.

  	
  62-1625312

  




 












 










 








 








 


	

  AmSurg
  El Paso, Inc.

  	
  62-1711537

  
	
  AmSurg
  Crystal River, Inc.

  	
  62-1666189

  
	
  AmSurg
  Abilene Eye, Inc.

  	
  62-1692556

  
	
  AmSurg
  Inglewood, Inc.

  	
  62-1814134

  
	
  AmSurg
  Glendale, Inc.

  	
  62-1807967

  
	
  AmSurg
  San Antonio TX, Inc.

  	
  20-0075736

  
	
  AmSurg
  San Luis Obispo CA, Inc.

  	
  20-1965555

  
	
  AmSurg
  Temecula CA, Inc.

  	
  20-0095263

  
	
  AmSurg
  Escondido CA, Inc.

  	
  20-1626979

  
	
  AmSurg
  Scranton PA, Inc.

  	
  20-2853308

  
	
  AmSurg
  Arcadia CA Inc.

  	
  20-4483684

  
	
  AmSurg
  Main Line PA, Inc.

  	
  20-5408469

  
	
  AmSurg
  Oakland CA, Inc.

  	
  20-5645841

  
	
  AmSurg
  Lancaster PA, Inc. 

  	
  20-5988960

  
	
  AmSurg
  Pottsville PA, Inc.

  	
  26-0303835

  
	
  AmSurg
  Glendora CA, Inc.

  	
  20-5732564

  
	
  AmSurg
  Kissimmee FL, Inc.

  	
  62-1567628

  
	
  AmSurg
  Altamonte Springs FL., Inc.

  	
  26-0289067

  
	
  AmSurg
  New Port Richey FL, Inc.

  	
  62-1612176

  
	
  AmSurg
  Naples, Inc.

  	
  62-1659906

  
	
  AmSurg
  EC Centennial, Inc.

  	
  62-1511980

  
	
  Illinois
  NSC, Inc. 

  	
  20-2393903

  
	
  NSC
  Healthcare, Inc.  

  	
  84-1209756

  




 












 










 








 








 


	
  AmSurg
  Anesthesia Management Services, LLC 

  	
  27-1174941

  
	
  NSC RBO
  West, LLC

  	
  26-3816052

  
	
  NSC RBO
  East, LLC

  	
  27-3205481

  
	
  Long
  Beach NSC, LLC

  	
  20-1048768

  
	
  Torrance
  NSC, LLC

  	
  20-1048801

  
	
  DAVIS
  NSC, LLC

  	
  20-5451784

  
	
  FULLERTON
  NSC, LLC

  	
  20-3435683

  
	
  San
  Antonio NSC, LLC

  	
  20-0322582

  
	
  Austin
  NSC, LLC

  	
  20-4942934

  
	
  Twin
  Falls NSC, LLC

  	
  20-8086602

  
	
  Ardmore
  NSC, LLC

  	
  26-1651465

  
	
  KENWOOD
  NSC, LLC

  	
  26-3055899

  
	
  Towson
  NSC, LLC

  	
  20-0314129

  
	
  NSC West
  Palm, LLC

  	
  76-0740666

  
	
  Tampa
  Bay NSC, LLC

  	
  20-3447384

  
	
  CORAL
  SPRINGS NSC, LLC

  	
  26-1649639

  
	
  WESTON
  NSC, LLC

  	
  26-3435641

  
	
  Wilton
  NSC, LLC  

  	
  26-1653853

  
	
  Austin
  NSC, L.P. 

  	
  20-4943017

  














 










 








 








EXHIBIT A


 


EXHIBIT
F


 


[form
of]

ACQUISITION INFORMATION PACKAGE


Pursuant to Section
7.13 of the Credit Agreement, AmSurg Corp. (the “Borrower”) shall
deliver to SunTrust Bank, as Administrative Agent (with enough copies for each
of the Lenders) 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 Borrower and (b) calculations
of the chief financial officer of the Borrower demonstrating compliance on a
Pro Forma Basis with the financial covenants contained in Article VI and
Section 7.13 of the Credit Agreement after such Acquisition is
completed.


As used herein, the “Credit Agreement” means
that certain Revolving Credit Agreement dated as of May 28, 2010 among
Borrower, SunTrust Bank, as Administrative Agent and a Lender, and the Lenders
party thereto, as the same may be amended, restated, supplemented or otherwise
modified from time to time in accordance with its terms.












 










 








 








EXHIBIT
B


 


 


SCHEDULE 1.1(b)


 


REVOLVING COMMITMENTS


 


 




	
   Lender

   	
   Revolving Commitment

   
	
  SunTrust Bank

  	
  $50,000,000

  
	
  Regions Bank

  	
  $50,000,000

  
	
  Bank of America, N.A.

  	
  $45,000,000

  
	
  JPMorgan Chase Bank, N.A.

  	
  $39,000,000

  
	
  US Bank National Association

  	
  $32,500,000

  
	
  Branch Banking and Trust
  Company

  	
  $30,000,000

  
	
  Fifth Third Bank, N.A.

  	
  $27,500,000

  
	
  KeyBank National Association

  	
  $27,500,000

  
	
  Union Bank, N.A.

  	
  $27,500,000

  
	
  Wells Fargo Bank, N.A.

  	
  $27,500,000

  
	
  Citibank, N.A.

  	
  $27,100,000

  
	
  First Tennessee Bank National
  Association

  	
  $25,000,000

  
	
  Compass Bank

  	
  $24,000,000

  
	
  Synovus Bank

  	
  $20,000,000

  
	
  Cadence Bank, N.A.

  	
  $10,000,000

  
	
  Goldman Sachs Bank USA

  	
  $7,000,000

  
	
  Avenue Bank

  	
  $5,400,000

  
	
  Total:

  	
  $475,000,000

  






 


 


 












 










 








 








EXHIBIT
C


 


REAFFIRMATION OF OBLIGATIONS
UNDER LOAN DOCUMENTS


 


            Reference
is hereby made to that certain Revolving Credit Agreement dated as of May 28,
2010, among AmSurg Corp. (the “Borrower”), the Lenders party thereto and
SunTrust Bank, as Administrative Agent (as previously amended and as further
amended by the Fourth Amendment defined below, the “Credit Agreement”;
capitalized terms used herein and not defined herein have the meanings ascribed
to such terms in the Credit Agreement).


 


Each
of the undersigned Loan Parties hereby: (i) agrees that (A) the amendments
and waiver contained in the Fourth Amendment
to Revolving Credit Agreement and Waiver dated as of the date hereof (the “Fourth
Amendment”) shall not in any way affect the validity and/or enforceability
of any Loan Document, or reduce, impair or discharge the obligations of such
Person thereunder and (B) nothing in the Fourth
Amendment is intended, or shall be construed, to constitute a novation or an
accord and satisfaction of any of the Obligations or to modify, affect or
impair the perfection, priority or continuation of the security interests in,
security titles to or other Liens on any collateral (including the Collateral)
securing the Obligations; (ii) reaffirms its continuing obligations
owing to the Administrative Agent and the Lenders under each of the other Loan
Documents to which such Person is a party; and (iii) confirms that the liens
and security interests created by the Loan Documents continue to secure the
Obligations.


 


Each
of the undersigned Loan Parties (other than the Borrower) hereby represents and
warrants to the Administrative Agent and the Lenders that each of the
representations and warranties applicable to such Loan Party made by the
Borrower in Section 4 of the Fourth Amendment are true and correct.


 


            This Reaffirmation shall be construed in
accordance with and be governed by the law of the State of Tennessee.


 


 


[Signature page follows]












 










 








 








IN WITNESS WHEREOF, each of the undersigned has duly
executed and delivered this Reaffirmation of Obligations under Loan Documents
as of June ___, 2012.


 


	
   

  	
  AMSURG CORP.

   

   

  By: 
  _______________________________

          Name:  

          Title:  

   

  
	
   

  	
  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.  

  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: 
  _______________________________

          Name:  
  

          Title:   

  
	
   

  	
   

  Austin NSC, L.P.

   

  By:  Austin NSC, LLC, its general
  partner

   

  By: 
  _______________________________

          Name:  
  

          Title: