EX-10.1



 Exhibit 10.1 

EXECUTION VERSION 
 FIFTH AMENDMENT

 This Fifth Amendment, dated as of June 27, 2014 (this “Amendment”), to the Credit Agreement, dated as of
April 19, 2007, as amended by Amendment No. 1, dated as of August 19, 2009, the Second Amendment, dated as of April 3, 2012, the Third Amendment, dated as of December 19, 2012 and the Fourth Amendment, dated as of
February 19, 2013 (the “Existing Credit Agreement” and, as amended by this Amendment and as further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among USPI HOLDINGS,
INC. (“Holdings”), UNITED SURGICAL PARTNERS INTERNATIONAL, INC. (the “Borrower”), the several lenders from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative
agent and collateral agent (the “Agent”), and the other parties thereto. 
 W I T N E
S S E T H: 
 WHEREAS, Holdings, the Borrower, the Lenders and the Agent are parties to the Existing
Credit Agreement; 
 WHEREAS, the Borrower has requested that Section 6.12 of the Existing Credit Agreement be amended in the manner
provided for herein; 
 WHEREAS, the Agent, the Required Revolving Lenders and the Borrower are willing to agree to the requested amendments
subject to the provisions of this Amendment; 
 NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree
as follows: 
 Section 1. Defined Terms. Unless otherwise defined herein, capitalized terms are used herein as defined in the
Existing Credit Agreement. 
 Section 2. Amendment to the Existing Credit Agreement. Clauses (i) through (iv) of the
first paragraph of Section 6.12 of the Existing Credit Agreement are hereby deleted in their entirety and the following is hereby inserted in lieu thereof: “(i) 5.25 to 1.0 as of the last day of each of the first three fiscal quarters
ended after the Second Amendment Effective Date, (ii) 5.00 to 1.0 as of the last day of each of the next four fiscal quarters ended after the Second Amendment Effective Date, (iii) 4.75 to 1.0 as of the last day of the next fiscal quarter
ended after the Second Amendment Effective Date, (iv) 5.25 to 1.0 as of the last day of each of the next three fiscal quarters ended after the Second Amendment Effective Date, (v) 5.00 to 1.0 as of the last day of each of the next three
fiscal quarters ended after the Second Amendment Effective Date, and (vi) 4.50 to 1.0 as of the last day of each other fiscal quarter ended after the Second Amendment Effective Date”. 

Section 3. Representations and Warranties. The Borrower and each Loan Party hereby represents and warrants on and as of the Fifth
Amendment Effective Date that (i) it is legally authorized to enter into and has duly executed and delivered this Amendment, (ii) no Default or Event of Default has occurred and is continuing, (iii) each of the representations and
warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or
a similar term, in which case such representation and warranty shall be true and correct in all respects) on and as of the Fifth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date
(in which case such representations and warranties shall be true and correct in all material respects (except to the extent any such representation or warranty is qualified by “materially”,








 
“Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct in all respects) as of such earlier date); and (iv) all Liens
and security interests created under the Loan Documents for the benefit of the Secured Parties under the Loan Documents are valid and enforceable Liens on and/or security interests in the Collateral, as security for the Obligations, and all
guarantees created under the Loan Documents for the benefit of the Secured Parties are valid and enforceable guarantees. 
 Section 4.
Conditions to Effectiveness of Amendment. This Amendment shall become effective upon the date on which the following conditions precedent have been satisfied or waived (such date, the “Fifth Amendment Effective Date”): 

(a) The Agent shall have received counterparts to this Amendment duly executed by Holdings, the Borrower and the Required
Revolving Lenders. 
 (b) The Agent shall have received all fees required to be paid, and all expenses for which invoices
have been presented at least one Business Day prior to the Fifth Amendment Effective Date (including the reasonable fees and expenses of legal counsel) required to be paid pursuant to the Loan Documents. 

(c) The Agent shall have received a certificate, dated the Fifth Amendment Effective Date and signed by the president or a vice
president of the Borrower or a Financial Officer, documenting the Borrower’s compliance with the conditions set forth in Sections 4.2 and 4.3. 

4.2 At the time of and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be
continuing. 
 4.3 Each of the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct
in all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and
correct in all respects) on and as of the Fifth Amendment Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in
all material respects (except to the extent any such representation or warranty is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case such representation and warranty shall be true and correct
in all respects) as of such earlier date). 
 Section 5. Fees. The Borrower agrees to pay or cause to be paid to the Agent for
the account of each Revolving Lender that has executed and delivered a counterpart to this Amendment to the Administrative Agent pursuant to the instructions provided by the Administrative Agent prior to 5:00 p.m., New York City time, on
June 23, 2014 (the “Consent Deadline”), a consent fee in an amount equal to 0.125% of such Revolving Lender’s Revolving Commitment as of the Consent Deadline, payable on, and subject to the occurrence of, the Fifth
Amendment Effective Date. 
 Section 6. Continuing Effect; No Other Amendments or Consents. Except as expressly provided herein,
all of the terms and provisions of the Existing Credit Agreement are and shall remain in full force and effect. The amendments provided for herein are limited to the specific subsections of the Existing Credit Agreement specified herein and shall
not constitute a consent, waiver or amendment of, or an indication of the Agent’s or the Lenders’ willingness to consent to any action requiring consent under any other provisions of the Existing Credit Agreement or the same subsection for
any other date or time period. 







 Section 7. Expenses. The Borrower agrees to pay and reimburse the Agent for all its
reasonable out-of-pocket costs and expenses incurred in connection with the preparation and delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Agent, in accordance with
Section 9.03 of the Existing Credit Agreement. 
 Section 8. Successors and Assigns. This Amendment shall inure to the
benefit of and be binding upon the successors and permitted assigns of each of the parties hereto. 
 Section 9. Counterparts.
This Amendment may be executed in any number of counterparts by the parties hereto (including by facsimile and electronic (e.g. “.pdf”, or “.tif”) transmission), each of which counterparts when so executed shall be an original,
but all the counterparts shall together constitute one and the same instrument. 
 Section 10. Interpretation. This Amendment is
a Loan Document for the purposes of the Credit Agreement. 
 Section 11. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 [Signature pages follow.] 







 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written. 
  

			
	UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
		
	By:	 	/s/ Jason B. Cagle
		 	Name: Jason. B. Cagle
		 	Title:   Chief Financial Officer
	
	USPI HOLDINGS, INC.
		
	By:	 	/s/ Jason B. Cagle
		 	Name: Jason B. Cagle
		 	Title:   Chief Financial Officer


 [Signature Page to Fifth Amendment] 







 
			
	JPMORGAN CHASE BANK, N.A., as Agent
		
	By:	 	/s/ Dawn L. LeeLum
		 	Name: Dawn L. LeeLum
		 	Title: Executive Director


  

  
 [Signature Page to
Fifth Amendment] 








 
			
	JPMORGAN CHASE BANK, N.A.
	as a Revolving Lender
		
	By:	 	 /s/ Dawn L. LeeLum

		 	Name: Dawn L. LeeLum
		 	Title: Executive Director



  
 [Signature Page to
Fifth Amendment] 








 
			
	BARCLAYS BANK PLC
	as a Revolving Lender
		
	By:	 	 /s/ Vanessa A. Kurbatskiy

		 	Name: Vanessa A. Kurbatskiy
		 	Title: Vice President


  

  
 [Signature Page to
Fifth Amendment] 








 
			
	Goldman Sachs Bank USA
	as a Revolving Lender
		
	By:	 	 /s/ Michelle Latzoni

		 	Name: Michelle Latzoni
		 	Title: Authorized Signatory



  
 [Signature Page to
Fifth Amendment] 








 
			
	Morgan Stanley Senior Funding, Inc.
	as a Revolving Lender
		
	By:	 	 /s/ Allen Chang

		 	Name: Allen Chang
		 	Title: Vice President



  
 [Signature Page to
Fifth Amendment] 








 
			
	SunTrust Bank
	as a Revolving Lender
		
	By:	 	 /s/ Katherine Bass

		 	Name: Katherine Bass
		 	Title: Director



  
 [Signature Page to
Fifth Amendment]