Exhibit 4.15


 


FIFTH AMENDMENT TO LETTER


LOAN AGREEMENT


 


This Fifth Amendment
to Letter Loan Agreement ("Fifth Amendment") is made and entered into effective as of October31, 2011, by and
between FIRST STREET SURGICAL CENTER, L.P., a Texas limited partnership (the "Borrower"), and THE BANK OF RIVER
OAKS (the "Lender").


 


RECITALS:


 


A.           Borrower
and Lender have previously executed a Letter Loan Agreement (the "Loan Agreement") dated January 8, 2008, covering
financial arrangements between Borrower and Lender as contained therein.


 


B.           Borrower
and Lender have previously modified the terms and provisions of the Loan. Agreement by instruments dated January 8, 2011, to which
reference is hereby made for all purposes, and which instruments are included in all references to the Loan Agreement.


 


C.           Borrower
and Lender have agreed to modify certain provisions of the Loan Agreement.


 


AGREEMENT:


 


NOW, THEREFORE, in
consideration of the mutual promises and agreements set forth herein, and other good and valuable consideration, the receipt and
legal sufficiency of which are hereby acknowledged, Borrower and Lender agree as follows:


 


1.          Recitals,
Definitions and References.. The foregoing recitations are true and correct. Each of the terms used herein, which are not otherwise
defined or modified but which are defined in the Loan Agreement, shall have the meaning therein ascribed to them.


 


2.          Modification
of Loan Agreement. Section 15 of the Loan Agreement is modified in its entirety to read as follows:


 


15.         Reporting
Requirements. Until the Loan and all other obligations and liabilities of Borrower under the Loan Agreement and the other Loan
Documents are fully paid and satisfied, Borrower, FIRST SURGICAL WOODLANDS, L.P., a Texas limited partnership ("FSW"),
FIRST SURGICAL PARTNERS, INC., a Texas corporation ("FSP"), FIRST STREET HOSPITAL, L.P., a Texas limited partnership
("FSH"), and each Guarantor to the extent that the stated action or information relates to such Guarantor, will, unless
Lender shall otherwise consent in writing, furnish to Lender:


 


		(a)	Events of Default. As soon as possible and in any event within 5 days after the occurrence
of each Event of Default (as defined herein) for which Borrower obtains knowledge thereof, a statement of the President and/or
Chief Financial Officer of Borrower setting forth the details of such Event of Default and the action which Borrower proposes to
take with respect thereto.



 


		(a)	Borrower's Monthly A/R. As soon as available and in any event within 30 days after the end
of each month, a current aging analysis of Borrower's accounts receivable.



 



    	 



    	 



    

 


		(c)	Borrower's Quarterly. As soon as available and in any event within 30 days after the end
of each fiscal quarter, a current financial statement of Borrower, as of the end of such period, which financial statement shall
contain a balance sheet and income statement.



 


		(d)	Consolidated Quarterly F/S. As soon as available and in any event within 30 days after the
end of each fiscal quarter, consolidated a current financial statement of FSP, to include Borrower, FSH, and FSW, as of the end
of such period, which financial statement shall contain a balance sheet and income statement.



 


		(e)	Consolidated Annual F/S. As soon as available and in any event by April 15th of each year,
a consolidated and consolidating audited current financial statement of FSP, to include Borrower, FSH, and FSW, as of the end of
the prior fiscal year, which financial statement shall contain a balance sheet and income statement.



 


		(±)	Guarantor's Information. As soon as available and in any event within 60 days after the
anniversary of the prior statement delivered to Lender, a current financial statement of each Guarantor as of the end of such period,
which financial statement shall contain a balance sheet, a cash flow statement, and a statement of contingent liabilities.



 


		(g)	Consolidated Tax Returns. As soon as available and in any event within 45 days of the filing
thereof, a copy of the tax return filed by FSP (to include Borrower, FSH, and FSW), with the Internal Revenue Service and in the
event of an extension, verification of the extension filing.



 


		(h)	Tax Returns. As soon as available and in any event within 45 days of the filing thereof,
a copy of the tax return filed by each Guarantor with the Internal Revenue Service and in the event of an extension, verification
of the extension.



 


		(i)	Governmental Action. Promptly after the commencement thereof, and upon request for each
Guarantor, notice of all actions, suits, and proceedings before any court or any governmental department, commission, or board
affecting Borrower or any of its properties.



 


Evidence of Payment of Obligations.
Upon demand of Lender, evidence of payment of all assessments, taxes, charges, levies, liens, and claims against Borrower's properties.


 


		(k)	Right to Additional Information. Borrower and each Guarantor shall furnish Lender with such
additional information and statements, lists of assets and liabilities, tax returns, and other reports with respect to its financial
condition and business operations as Lender may reasonably request from time to time.



 



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All references to a
preceding period shall mean the period ending as of the end of the month, quarter, or fiscal year for which the applicable report
is delivered. All references to a period immediately following shall mean the period beginning on the first day of the month, quarter
or fiscal year following the end of the period for which the applicable report is delivered. All financial reports furnished to
Lender pursuant to the Loan Agreement shall be prepared in such form and such detail as shall be satisfactory to Lender, shall
be prepared on the same basis as those prepared in prior years, and shall be duly certified by the reporting party as being
true and correct in all material aspects.


 


3.          Release
and Waiver of Claims. In consideration of (i) the modification of certain provisions of the Loan and Loan Documents, as herein
provided, and (ii) the other benefits received by Borrower hereunder, Borrower hereby RELEASES, RELINQUISHES and forever DISCHARGES
Lender, as well as its predecessors, successors, assigns, agents, officers, directors, employees and representatives, of and from
any and all claims, demands, actions and causes of action of any and every kind or character, past or present, which Borrower may
have against Lender and its predecessors, successors, assigns, agents, officers, directors, employees, and representatives arismg
out of or with respect to (a) any right or power to bring any claim against Lender for usury or to pursue any cause of action against
Lender based on any claim of usury, and (b) any and all transactions relating to the Loan or Loan Documents, occurring prior to
the date hereof; including any loss, cost or damage, of any kind or character, arising out of or in any way connected with or in
any way resulting from the acts, actions or omissions of Lender, and its predecessors, successors, assigns, agents, officers, directors,
employees, and representatives, including any breach of fiduciary duty, breach of any duty of fair dealing, breach of confidence,
breach of funding commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice,
intentional or negligent infliction of mention distress, tortuous interference with contractual relations, tortuous interference
corporate governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander, or conspiracy,
but in each case only to the extent permitted by applicable law.


 


4.          Reaffirmation
of Representations and Warranties. Borrower represents and warrants that (a) the representations and warranties contained in
the Loan Agreement are true and correct in all material respects as of the date of this FIFTH Amendment, (b) no condition, act
or event which could constitute an Event of Default under the Loan Agreement exists, and (c) no condition, event, act or omission
has occurred, which, with the giving of notice or passage of time, would constitute an Event of Default under the Loan Agreement.


 


5.          Ratification
of Loan Agreement. In all other respects, the Loan Agreement, as amended by this FIFTH Amendment, is ratified and confirmed.
All other terms and provisions of the Loan Agreement shall remain in full force and effect as originally executed or amended. In
the event there is a conflict between the terms and provisions of this FIFTH Amendment and the Loan Agreement as originally executed
and/or amended, the terms and provisions of this FIFTH Amendment shall control.


 


6.          Miscellaneous.
This FIFTH Amendment (a) shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors
and assigns; (b) may be modified or amended only by a writing signed by each party hereto; (c) may be executed by facsimile signatures
and in several or separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement,
and all such separate counterparts shall constitute but one and the same agreement; and (d) embodies the entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all prior agreements, consents and understandings
in relating to the subject matter hereof. The headings in this FIFTH Amendment shall be accorded no significance in interpreting
this instrument.


 



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7.          Final
Agreement. THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.


 


EXECUTED effective for all purposes as of the date
first above written.


 


	 	BORROWER:
	 	 	 	 
	 	FIRST STREET SURGICAL

CENTER, L.P., a Texas limited

partnership
	 	 	 	 
	 	By:	FIRST SURGICAL PARTNERS, L.L.C.,
	 	 	a Texas limited liability company,
	 	 	its General Partner
	 	 	 	 
	 	 	By:	/s/ Tony Rotondo
	 	 	 	     Tony Rotondo, Member
	 	 	 	 
	 	 	By:	/s/ Jacob Varon, M.D.
	 	 	 	     Jacob Varon, M.D., Member
	 	 	 	 
	 	 	LENDER
	 	 	 	 
	 	 	THE BANK OF RIVER OAKS
	 	 	 	 
	 	 	Name: 	/s/ Mark Troth
	 	 	Title:	President