Exhibit 10.1


 


Execution
Version


 


SEVENTH AMENDMENT TO CREDIT AGREEMENT


 





 


This SEVENTH AMENDMENT TO
CREDIT AGREEMENT (this “Amendment”), dated as of November 19, 2021, by and among Surgery Center Holdings, Inc.,
a Delaware corporation (the “Borrower”), SP Holdco I, Inc., a Delaware corporation (“Holdings”),
the other Guarantors party hereto, each November 2021 Incremental Revolving Lender (as defined below) party hereto, Jefferies Finance
LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent
for the Secured Parties (in such capacity, the “Collateral Agent” or, as Administrative Agent or Collateral Agent,
 “Agent”), Jefferies Finance LLC, as an Issuing Bank, and KKR Corporate Lending LLC, as an Issuing Bank.


 


W I T N E S S E T H:


 


WHEREAS,
the Borrower, Holdings, Guarantors, Lenders and Agent, among others, are parties to that certain Credit Agreement, dated as of August 31,
2017, as amended pursuant to that certain Incremental Term Loan Amendment, dated as of October 23, 2018, among the Borrower, Holdings,
the other Guarantors party thereto, the Agent and the Lenders party thereto, that certain Incremental Revolving Loan Amendment, dated
as of March 25, 2019, among the Borrower, Holdings, the other Guarantors party thereto, the Agent and the Lenders party thereto,
that certain Third Amendment to Credit Agreement, dated as of April 16, 2020, among the Borrower, Holdings, the Agent and the Lenders
party thereto, that certain Second Incremental Term Loan Amendment, dated as of April 22, 2020, among the Borrower, Holdings, the
other Guarantors party thereto, the Agent and the Lenders party thereto, that certain Fifth Amendment to Credit Agreement, dated as of
January 27, 2021, among the Borrower, Holdings, the other Guarantors party thereto, the Agent and the Lenders party thereto, that
certain Sixth Amendment to Credit Agreement, dated as of May 3, 2021, among the Borrower, Holdings, the other Guarantors party thereto,
the Agent and the Lenders party thereto, and as the same may be further amended, restated, amended and restated, supplemented or otherwise
modified from time to time prior to the date hereof (the “Credit Agreement”; the Credit Agreement, as amended pursuant
to this Amendment, the “Amended Credit Agreement”);


 


WHEREAS,
pursuant to, and in accordance with Section 2.19 of the Credit Agreement (i) the Borrower has requested that each Person
party hereto (the “November 2021 Incremental Revolving Lenders”) whose name is set forth on Schedule 2.01
hereto under the heading “November 2021 Incremental Revolving Lender” provide a Revolving Commitment Increase, to become
effective as of the Seventh Amendment Effective Time (as defined below), in an aggregate principal amount equal to the amount set forth
opposite such November 2021 Incremental Revolving Lender’s name under the heading “November 2021 Incremental Revolving
Commitment” on Schedule 2.01 hereto (the “November 2021 Incremental Revolving Commitments”), which
November 2021 Incremental Revolving Commitments will constitute the same Class as the Revolving Commitments in effect immediately
prior to giving effect to the November 2021 Incremental Revolving Commitments (the “Existing Revolving Commitments”)
and shall have the terms set forth herein and in the Amended Credit Agreement and (ii) each November 2021 Incremental Revolving
Lender and the Administrative Agent have agreed, upon the terms and subject to the conditions set forth herein, that each November 2021
Incremental Revolving Lender will provide its respective November 2021 Incremental Revolving Commitments to the Borrower immediately
upon the Seventh Amendment Effective Time;


 


WHEREAS,
this Amendment constitutes an Incremental Amendment under and as defined in Section 2.19 of the Credit Agreement; and


 


WHEREAS,
Agent and the November 2021 Incremental Revolving Lenders are willing, on the terms and subject to the conditions set forth below,
to enter into the increases, amendments, modifications and agreements set forth in this Amendment.


 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 





1.            Defined
Terms. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed thereto in the Amended
Credit Agreement.


 


2.            Incremental
Amendment. Subject to the satisfaction of the conditions precedent set forth in Section 5 below, the Borrower, the Guarantors,
the November 2021 Incremental Revolving Lenders, each Issuing Bank and Agent hereby agree as follows:


 


(a)            The
Borrower is requesting November 2021 Incremental Revolving Commitments in the aggregate principal amount of $40,000,000 from the
November 2021 Incremental Revolving Lenders pursuant to, and on the terms set forth in, Section 2.19 of the Credit Agreement,
effective as of the Seventh Amendment Effective Time. The full principal amount of such November 2021 Incremental Revolving Commitments
are being incurred in reliance on clause (i)(y)(A) of the first proviso of Section 2.19(a) under the Credit Agreement.


 


(b)            Each
November 2021 Incremental Revolving Lender agrees, severally and not jointly, to provide to the Borrower its November 2021 Incremental
Revolving Commitments as a Revolving Commitment Increase under the Amended Credit Agreement commencing as of the Seventh Amendment Effective
Time in an amount equal to such November 2021 Incremental Revolving Lender’s November 2021 Incremental Revolving Commitments
as set forth on Schedule 2.01 hereto, and to make Revolving Loans to the Borrower under the Amended Credit Agreement, in each case,
at any time and from time to time on and after the Seventh Amendment Effective Time until the earlier of the Revolving Maturity Date and
the termination of the Revolving Commitment of such November 2021 Incremental Revolving Lender in accordance with the terms of the
Amended Credit Agreement, in an aggregate principal amount at any time outstanding not to exceed such November 2021 Incremental Revolving
Lender’s November 2021 Incremental Revolving Commitment. Concurrent with the Seventh Amendment Effective Time, after giving
effect to the Revolving Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments, (x) in accordance
with Section 2.19(g) of the Credit Agreement, each Revolving Lender holding Revolving Commitments immediately prior to
such Revolving Commitment Increase (each such Revolving Lender, an “Existing Revolving Lender”) that has Revolving
Exposure with respect to Revolving Loans that are outstanding under its Existing Revolving Commitments as of immediately prior to the
Seventh Amendment Effective Time (the “Existing Revolving Loans”), will, pursuant to Section 2.19(g), assign
to each November 2021 Incremental Revolving Lender, and each November 2021 Incremental Revolving Lender shall purchase from
such Existing Revolving Lender, at the principal amount thereof, such interests in the Existing Revolving Loans outstanding as of immediately
prior to the Seventh Amendment Effective Time as shall be necessary in order that, after giving effect to all such assignments and purchases
under this clause (x), and taking into account all Credit Extensions of Revolving Loans made as of the Seventh Amendment Effective Time,
such Existing Revolving Loans will be held by Existing Revolving Lenders and November 2021 Incremental Revolving Lenders ratably
in accordance with their Revolving Commitments after giving effect to the Revolving Commitment Increase pursuant to the November 2021
Incremental Revolving Commitments and (y) the LC Exposure of each Revolving Lender shall be based on such Revolving Lender’s
Pro Rata Share (for the avoidance of doubt, determined after giving effect to the Revolving Commitment Increase pursuant to the November 2021
Incremental Revolving Commitments) of the aggregate LC Exposure. The Administrative Agent and each Issuing Bank hereby consent to each
November 2021 Incremental Revolving Lender to the extent required pursuant to Section 2.19 and/or Section 10.04
under the Credit Agreement.


 






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(c)            The
Existing Revolving Commitments and the November 2021 Incremental Revolving Commitments shall be deemed to be, and treated as, part
of a single Class of Revolving Commitments (and any Revolving Loans made pursuant to the Existing Revolving Commitments and the November 2021
Incremental Revolving Commitments shall be deemed to be, and treated as, part of a single Class of Revolving Loans).


 


(d)            The
definition of “Revolving Commitment” under Section 1.01 of the Credit Agreement is hereby amended and restated as follows:


 


“Revolving Commitment”
shall mean, with respect to each Lender, the commitment, if any, of such Lender to make Revolving Loans hereunder up to the amount set
forth on Schedule 2.01 under the caption “Revolving Loan Commitment” or in the Assignment and Acceptance or Refinancing Amendment
pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant
to Section 2.09 and (b) reduced or increased from time to time pursuant to (i) assignments by or to such Lender pursuant
to an Assignment and Acceptance, (ii) a Refinancing Amendment, (iii) an Extension Amendment or (iv) an Incremental Amendment.
The aggregate principal amount of the Lenders’ Revolving Commitments (x) immediately prior to the Seventh Amendment Effective
Time was $170,000,000 and (y) as of the Seventh Amendment Effective Time was $210,000,000.


 


(e)            Section 1.01
of the Credit Agreement is hereby further amended by (x) adding the following defined terms in correct alphabetical order:


 


“November 2021
Incremental Revolving Commitments” shall have the meaning set forth in the Seventh Amendment.


 


“November 2021
Incremental Revolving Lenders” shall have the meaning set forth in the Seventh Amendment.


 


“Seventh
Amendment” shall mean the Seventh Amendment to Credit Agreement, dated as of November 19, 2021, by and among the Borrower,
the Guarantors, the November 2021 Incremental Revolving Lenders, the Administrative Agent, the Collateral Agent, Jefferies
Finance LLC, as an Issuing Bank, and KKR Corporate Lending LLC, as an Issuing Bank.


 


“Seventh
Amendment Effective Time” shall have the meaning set forth in the Seventh Amendment.


 


and (y) by adding the following sentence
to the end of the definition of “Class” therein:


 


Notwithstanding any provision herein to
the contrary, from and after the Seventh Amendment Effective Time, the Existing Revolving Commitments (as defined in the Seventh Amendment)
and the November 2021 Incremental Revolving Commitments shall be deemed to be, and treated as, part of a single Class of Revolving
Commitments (and any Revolving Loans made pursuant to the Existing Revolving Commitments (as defined in the Seventh Amendment) and the
November 2021 Incremental Revolving Commitments shall be deemed to be, and treated as, part of a single Class of Revolving Loans).


 






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(f)            For
the avoidance of doubt, (i) the loans made pursuant to the November 2021 Incremental Revolving Commitments shall be deemed to
be “Loans” and “Revolving Loans”, (ii) each November 2021 Incremental Revolving Lender shall be deemed
to be a “Lender” and a “Revolving Lender” and (iii) the November 2021 Incremental Revolving Commitments
shall be deemed to be a “Incremental Revolving Commitment”, a “Revolving Commitment Increase” and a “Revolving
Commitment”.


 





(g)           For
the avoidance of doubt, the November 2021 Incremental Revolving Commitments, and the Revolving Loans made in connection
therewith, shall have the same terms as the Existing Revolving Commitments and Existing Revolving Loans, as applicable, and shall
bear interest and Commitment Fees, as applicable, as provided for in the Amended Credit Agreement with respect to Revolving Loans
and Revolving Commitments, respectively. The parties hereto hereby agree that, notwithstanding anything in the Amended Credit
Agreement to the contrary, the Administrative Agent is hereby authorized to take all actions as it may reasonably deem to be
necessary to ensure that the November 2021 Incremental Revolving Commitments constitute a Revolving Commitment Increase.


 


(h)           This
Amendment shall constitute notice to the Administrative Agent by the Borrower requesting the November 2021 Incremental Revolving
Commitments pursuant to Section 2.19(a) of the Credit Agreement, and, for the avoidance of doubt, shall satisfy such
notice requirement set forth in Section 2.19(a) of the Credit Agreement.


 


3.            Joinder.
Each November 2021 Incremental Revolving Lender acknowledges and agrees that, effective as of the Effective Date, such November 2021
Incremental Revolving Lender commits to provide its November 2021 Incremental Revolving Commitment from and after the Seventh Amendment
Effective Time, as set forth on Schedule 2.01 attached hereto on the terms set forth herein and in the Amended Credit Agreement
and subject to the conditions set forth herein and, from and after the Seventh Amendment Effective Time, shall be a “Revolving Lender”
and “Lender” under, and for all purposes of, the Amended Credit Agreement and the other Loan Documents and shall be subject
to and bound by the terms thereof (and shall perform all the obligations of and shall have all the rights of a Lender thereunder).


 


4.            Representations
and Warranties. In order to induce the other parties hereto to enter into this Amendment in the manner provided herein, each of Holdings,
the Borrower and each Guarantor represents and warrants to the other parties hereto that:


 


(a)            each
of the representations and warranties set forth in Article 5 of the Credit Agreement and in each other Loan Document are true and
correct in all material respects on and as of the Effective Date (immediately after giving effect to this Amendment and the Revolving
Commitment Increase pursuant to the November 2021 Incremental Revolving Commitments) with the same effect as though made on and as
of the Effective Date, other than representations and warranties that relate solely to an earlier date, in which case such representations
and warranties are true and correct in all material respects as of such earlier date (provided, that any such representation and
warranty that is qualified by “materiality,” “material adverse effect” or similar language is true and correct
in all respects (after giving effect to any such qualification therein) as of such respective dates); and


 


(b)            as
of the date hereof and immediately after giving effect to this Amendment and the Revolving Commitment Increase pursuant to the November 2021
Incremental Revolving Commitments, no Event of Default has occurred and is continuing.


 






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5.            Condition
to Effectiveness. The effectiveness of this Amendment is subject solely to the satisfaction of the following conditions (the time
at which all such conditions are so satisfied is referred to herein as the “Seventh Amendment Effective Time” and,
the date upon which the Seventh Amendment Effective Time occurs, the “Effective Date”; provided that, the Effective
Date shall be deemed to be the date that the certificate set forth in Section 5(b) below is delivered to the Administrative
Agent if as of the date such certificate is delivered each of the conditions set forth in this Section 5 (other than Section 5(b) below)
has been satisfied):


 





a.             The
Administrative Agent shall have received counterparts of this Amendment duly executed by Holdings, the Borrower, each Subsidiary Guarantor,
the Administrative Agent, the Collateral Agent, each Issuing Bank and each November 2021 Incremental Revolving Lender.


 


b.             The
Administrative Agent shall have received a certificate executed by a Responsible Officer of the Borrower, certifying that, as of the
Effective Date, immediately after giving effect to the Revolving Commitment Increase pursuant to the November 2021 Incremental
Revolving Commitments contemplated hereby, (x) each of the representations and warranties made by the Loan Parties set forth in
this Amendment, in Article 5 of the Credit Agreement and in all other Loan Documents are true and correct in all material
respects on and as of the Effective Date, other than representations and warranties that relate solely to an earlier date, in which
case such representations and warranties are true and correct in all material respects as of such earlier date (provided that any
such representation and warranty that is qualified by “materiality,” “material adverse effect” or similar
language is true and correct in all respects (after giving effect to any such qualification therein) as of such respective dates)
and (y)  no Event of Default exists or would result from the Revolving Commitment Increase pursuant to the November 2021
Incremental Revolving Commitments contemplated hereby.


 


c.             Holdings
and the Borrower shall have paid on or prior to the Effective Date to the Administrative Agent and the November 2021 Incremental
Revolving Lenders, as applicable, all expenses payable to them in connection with this Amendment, in each case, to the extent invoiced
at least two Business Days prior to the Effective Date (except as otherwise reasonably agreed by the Borrower).


 


d.             The
Administrative Agent shall have received, on behalf of itself, the Collateral Agent and the November 2021 Incremental Revolving Lenders,
an opinion of Ropes & Gray LLP, counsel for the Loan Parties, with respect to this Amendment and dated on the Effective Date
and addressed to the Administrative Agent, the Collateral Agent and the November 2021 Incremental Revolving Lenders and in customary
form and substance (it being understood that, without limitation, any such opinion in form and substance consistent with the corresponding
opinion provided in connection with the Fifth Amendment shall be deemed to be in customary form and substance).


 


e.             The
Administrative Agent shall have received (x) a certificate as to the good standing of each Loan Party as of a recent date, (y) a
certificate of a Responsible Officer of each Loan Party dated on the Effective Date certifying (A) that attached thereto is a copy
of the certificate or articles of incorporation or organization or certificate of formation, including all amendments thereto, of each
Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, or, in the alternative, certifying
that such certificate or articles of incorporation or organization or certificate of formation has not been amended since the most recent
delivery thereof to the Administrative Agent prior to the Effective Date, (B) that attached thereto is a true and complete copy of
the by-laws or operating (or limited liability company) or partnership agreement of such Loan Party as in effect on the Effective Date
and at all times since the date of the resolutions described in clause (C) below (or that the by-laws or operating (or limited liability
company) or partnership agreement of such Loan Party has not been amended or otherwise modified since the most recent delivery thereof
to the Administrative Agent prior to the Effective Date), (C) that attached thereto is a true and complete copy of resolutions duly
adopted by the board of directors (or equivalent governing body) of such Loan Party authorizing the execution, delivery and performance
of this Amendment and, in the case of the Borrower, the borrowings and/or incurrence of the November 2021 Incremental Revolving Commitments
and the Revolving Loans contemplated thereby, and that such resolutions have not been modified, rescinded or amended and are in full force
and effect as of the Effective Date and (D) as to the incumbency and specimen signature of each officer executing any Loan Document
or any other document delivered in connection herewith on behalf of such Loan Party and (z) a certificate of another officer as to
the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (y) above,
in each case under this Section 5(e), unless otherwise agreed by the Administrative Agent.


 






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f.              The
Administrative Agent shall have received Notes executed by the Borrower in favor of each November 2021 Incremental Revolving Lender
that has requested a Note at least three Business Days in advance of the Effective Date.


 


g.             The
Administrative Agent shall have received a solvency certificate, substantially in the form set forth in Exhibit H to the Credit
Agreement, from the chief financial officer, chief operating officer or other officer with similar responsibilities of the Borrower, dated
as of the Effective Date and giving effect to the November 2021 Incremental Revolving Commitments and any Revolving Loans made pursuant
to the November 2021 Incremental Revolving Commitments as of the Effective Date.


 


h.             The
Administrative Agent shall have received all documentation and other information about the Borrower and the Guarantors required under
applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that
has been reasonably requested in writing at least three days prior to the Effective Date.


 


6.            Acknowledgement.


 


(a)           The
Borrower and each Guarantor hereby confirm that, as of the Effective Date, each Loan Document to which it is a party or otherwise bound
and all Collateral encumbered thereby will continue to guarantee or secure, as the case may be, to the fullest extent possible in accordance
with the Loan Documents the payment and performance of all Obligations and Secured Obligations under each of the Loan Documents to which
it is a party (in each case as such terms are defined in the applicable Loan Document).


 


(b)           The
Borrower and each Guarantor acknowledge and agree that, as of the Effective Date, any of the Loan Documents to which it is a party or
otherwise bound shall continue in full force and effect and that all of its obligations thereunder shall be valid and enforceable and
shall not be impaired or limited by the execution or effectiveness of this Amendment.


 






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(c)            Each
of the Borrower and each Guarantor hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to
the amendment of the Credit Agreement effected pursuant to this Amendment and acknowledges and agrees that, effective as of the Effective
Date, each November 2021 Incremental Revolving Lender (and any assignee thereof) is a “Lender” and a “Secured Party”
for all purposes under the Loan Documents to which the Borrower or such Guarantor is a party.


 





(d)           Each
Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, such Guarantor
is not required by the terms of the Credit Agreement or any other Loan Document to consent to the amendments to the Credit Agreement effected
pursuant to this Amendment and (ii) nothing in the Credit Agreement, this Amendment or any other Loan Document shall be deemed to
require the consent of such Guarantor to any future amendments to the Credit Agreement.


 


(e)            The
parties hereto agree and acknowledge that, for all purposes under the Credit Agreement and the other Loan Documents, this Amendment constitutes
an Incremental Amendment contemplated by Section 2.19 of the Credit Agreement.


 


(f)            Each
of the Borrower and each Guarantor hereby (i) acknowledges and agrees that all of its obligations under the Guarantees set out
in the Amended Credit Agreement and any other guaranties in the Loan Documents to which it is a party are reaffirmed and remain in
full force and effect on a continuous basis, (ii) reaffirms each Lien granted by each Loan Party to the Collateral Agent for
the benefit of the Secured Parties and reaffirms the Guarantees made pursuant to the Amended Credit Agreement,
(iii) acknowledges and agrees that the grants of security interests by and the Guarantees of the Loan Parties contained in the
Amended Credit Agreement and the other Collateral Documents are, and shall remain, in full force and effect after giving effect to
this Amendment, and (iv) agrees that, effective as of the Effective Date, the Obligations include, among other things and
without limitation, the prompt and complete payment and performance by the Borrower when due and payable (whether at the stated
maturity, by acceleration or otherwise) of principal and interest on, the Revolving Loans made pursuant to the November 2021
Incremental Revolving Commitments under the Amended Credit Agreement. Nothing contained in this Amendment shall be construed as
substitution or novation of the obligations outstanding under the Credit Agreement or the other Loan Documents, which shall remain
in full force and effect, except to any extent modified hereby.


 


7.            GOVERNING
LAW AND WAIVER OF JURY TRIAL.


 


(a)           THIS
AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING
OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW PRINCIPLES THAT WOULD APPLY THE LAWS OF ANOTHER JURISDICTION.


 


(b)           EACH
PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT, BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7(B).


 






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8.            Counterparts.
This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute
an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature
page to this Amendment by facsimile or other electronic imaging transmission shall be as effective as delivery of a manually executed
counterpart of this Amendment. For purposes hereof, the words “execution,” “execute,” “executed,”
 “signed,” “signature” and words of like import shall be deemed to include electronic signatures, the electronic
matching of assignment terms and contract formulations on electronic platforms, or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping
system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global
and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform
Electronic Transaction Act.


 


9.            Reference
to and Limited Effect on the Credit Agreement and the Other Loan Documents.


 


(a)            On
and after the Effective Date, (x) each reference in the Credit Agreement to “this Agreement”, “hereunder”,
 “hereof”, “herein” or words of like import referring to the Credit Agreement, and (B) each reference in the
other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”, “therein” or
words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement after giving effect to this
Amendment.


 


(b)           Except
as specifically amended by this Amendment, the Credit Agreement and each of the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.


 


(c)           The
execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of the Agent or Lender under, the Credit Agreement or any of the other Loan Documents.


 


(d)           Each
of Holdings, the Borrower and each other Guarantor hereby (i) ratifies, confirms and reaffirms its liabilities, its payment and performance
obligations (contingent or otherwise) and its agreements under the Credit Agreement and the other Loan Documents and (ii) acknowledges,
ratifies and confirms that such liabilities, obligations and agreements constitute valid and existing Obligations under the Credit Agreement,
in each case, to the extent Holdings, the Borrower or such Guarantor, as applicable, is a party thereto. In addition, each of Holdings,
the Borrower and each Guarantor hereby ratifies, confirms and reaffirms (i) the liens and security interests granted, created and
perfected under the Collateral Documents and any other Loan Documents and (ii) that each of the Collateral Documents to which it
is a party remain in full force and effect notwithstanding the effectiveness of this Amendment. Without limiting the generality of the
foregoing, each of Holdings, the Borrower and each other Guarantor further agrees (A) that any reference to “Obligations”
contained in any Collateral Documents shall include, without limitation, the “Obligations” as such term is defined in the
Credit Agreement (as amended by this Amendment from and after the Effective Date) and (B) that the related guarantees and grants
of security contained in such Collateral Documents shall include and extend to such Obligations. This Amendment shall not constitute a
modification of the Credit Agreement, except as specified under Section 2 hereto, or a course of dealing with Agent or any Lender
at variance with the Credit Agreement such as to require further notice by Agent or any Lender to require strict compliance with the terms
of the Credit Agreement and the other Loan Documents in the future, except as expressly set forth herein. This Amendment contains the
entire agreement among Holdings, the Borrower, the other Guarantors, and the November 2021 Incremental Revolving Lenders contemplated
by this Amendment. Neither Holdings nor the Borrower nor any other Guarantor has any knowledge of any challenge to Agent’s or any
Lender’s claims arising under the Loan Documents or the effectiveness of the Loan Documents. Agent and Lenders reserve all rights,
privileges and remedies under the Loan Documents. 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 for the Obligations.


 






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(e)            This
Amendment is a Loan Document (as defined in the Amended Credit Agreement).


 


10.            Expenses.
The Borrower and Holdings agree, jointly and severally, to pay on demand all reasonable out-of-pocket costs and expenses incurred by the
Agent and the November 2021 Incremental Revolving Lenders in connection with the preparation, negotiation and execution of this Amendment
(whether incurred before or after the Effective Date), including, without limitation, all Attorney Costs of Agent, in each case, to the
extent required under Section 10.05 of the Credit Agreement.


 


11.            Severability.
In the event any one or more of the provisions contained in this Amendment should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or
impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself
affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.


 


12.            Headings.
Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction
of, or to be taken into consideration in interpreting, this Amendment.


 


[Signature pages follow]


 






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


 


	 	SURGERY CENTER HOLDINGS, INC.,

 as Borrower




 


	 	By:	/s/ Thomas F. Cowhey







	 	Name:	Thomas F. Cowhey







	 	Title:	President and Chief Financial Officer




 


	 	SP HOLDCO I, INC., as Holdings




 


		By:	/s/ Thomas F. Cowhey







	 	Name:	Thomas F. Cowhey







	 	Title:	President and Chief Financial Officer




 


[Signature Page to Seventh Amendment]


 






     


     


    

 






 


SUBSIDIARY
GUARANTORS:


 


Ambulatory
Resource Centres Investment Company, LLC


AMBULATORY RESOURCE CENTRES OF WASHINGTON,
LLC


AMBULATORY RESOURCE CENTRES OF WILMINGTON,
LLC


ANESTHESIOLOGY PROFESSIONAL SERVICES, INC.


APS OF HAMMOND, LLC


APS OF JONESBORO, LLC


ARC DEVELOPMENT, LLC


ARC FINANCIAL SERVICES, LLC


COMMUNITY HOSPITAL HOLDING COMPANY,
LLC


COMMUNITY HOSPITAL MANAGEMENT COMPANY,
LLC


HAMMOND ANESTHESIA SERVICES, LLC


IDAHO FALLS COMMUNITY HOSPITAL, LLC


JENKINS COUNTY HOSPITAL, LLC


JONESBORO ANESTHESIA SERVICES, LLC


LOGAN LABORATORIES, LLC


MONTANA HEALTH PARTNERS, LLC


NATIONAL SURGICAL HOSPITALS, LLC


NEOSPINE SURGERY OF PUYALLUP, LLC


NEOSPINE SURGERY, LLC


NOVAMED ACQUISITION COMPANY, LLC


NOVAMED MANAGEMENT OF KANSAS CITY,
LLC


NOVAMED MANAGEMENT SERVICES, LLC


NOVAMED OF BETHLEHEM, LLC


NOVAMED OF LAREDO, INC.


NOVAMED OF LEBANON, LLC


NOVAMED OF SAN ANTONIO, LLC


NOVAMED OF TEXAS, LLC


NOVAMED OF WISCONSIN, LLC


NOVAMED, LLC


NSH CALIFORNIA, LLC


NSH CONNECTICUT, LLC


NSH DURHAM, INC.


 


		By:	/s/ Thomas F. Cowhey







	 	Name:	Thomas F. Cowhey







	 	Title:	President and Chief Financial Officer




 


[Signature Page to Seventh Amendment]



 



     


     


    




 





NSH
EL PASO INC.


NSH
EL PASO SPECIALTY HOSPITAL, INC.


NSH
GEORGIA, LLC


NSH
LOUISIANA, LLC


NSH
MANAGEMENT OF ARIZONA, LLC


NSH
MANAGEMENT OF CALIFORNIA, LLC


NSH
MESA, LLC


NSH
MICHIGAN, INC.


NSH
NORTH IDAHO, LLC


NSH
SAN ANTONIO SURGICAL HOSPITAL, LLC


NSH
TEXAS, LLC


NSH
WISCONSIN, LLC


PSC
DEVELOPMENT COMPANY, LLC


PSC
OPERATING COMPANY, LLC


QUAHOG
HOLDING COMPANY, LLC


RIVERSIDE
BILLING AND MANAGEMENT COMPANY, LLC


RIVERSIDE
SPINE & PAIN PHYSICIANS, LLC


SARC/ASHEVILLE,
LLC


SARC/FT.
MYERS, INC.


SARC/GEORGIA, INC.


SARC/KENT,
LLC


SARC/LARGO
ENDOSCOPY, LLC


SARC/LARGO, INC.


SARC/PROVIDENCE,
LLC


SARC/ST.
CHARLES, INC.


SCREVEN
COUNTY FAMILY HEALTH CENTER, LLC


SCREVEN
COUNTY HOSPITAL, LLC


SGRY
HOLDINGS, LP


SGRY,
LLC


SMBI
DOCS, LLC


SMBI
GREAT FALLS, LLC


SMBI
HAVERTOWN, LLC


SMBI
IDAHO, LLC


SMBI
LHH, LLC


SMBI
PORTSMOUTH, LLC


SMBI
STLWSC, LLC


SMBIMS BIRMINGHAM,
LLC


 


		By:	/s/ Thomas F. Cowhey







	 	Name:	Thomas F. Cowhey







	 	Title:	President and Chief Financial Officer







 


[Signature
Page to Seventh Amendment]


 






     


     


    

 


SMBIMS
DURANGO, LLC


SMBIMS
FLORIDA I, LLC


SMBIMS
KIRKWOOD, LLC


SMBIMS
STEUBENVILLE, INC.


SMBIMS
WICHITA, LLC


SMBISS
BEVERLY HILLS, LLC


SMBISS
CHESTERFIELD, LLC


SMBISS
ENCINO, LLC


SMBISS
IRVINE, LLC


SP
LOUISIANA, LLC


SP
MANAGEMENT SERVICES, INC.


SP
New York management, LLC


SP
NORTH DAKOTA, LLC


SP
PRACTICE MANAGEMENT, LLC


SURGERY
CENTER OF PENNSYLVANIA, LLC


SURGERY
PARTNERS ACQUISITION COMPANY, LLC


SURGERY
PARTNERS OF CORAL GABLES, LLC


SURGERY
PARTNERS OF LAKE MARY, LLC


SURGERY
PARTNERS OF LAKE WORTH, LLC


SURGERY
PARTNERS OF MERRITT ISLAND, LLC


SURGERY
PARTNERS OF MILLENIA, LLC


SURGERY
PARTNERS OF PARK PLACE, LLC


SURGERY
PARTNERS OF SARASOTA, LLC


SURGERY
PARTNERS OF WEST KENDALL, L.L.C.


SURGERY
PARTNERS OF WESTCHASE, LLC


SURGERY
PARTNERS, LLC


SYMBION
AMBULATORY RESOURCE CENTRES, LLC


SYMBIONARC
SUPPORT SERVICES, LLC


SYMBION
HOLDINGS, LLC


TAMPA
PAIN RELIEF CENTER, INC.


TEXARKANA
SURGERY CENTER GP, LLC


THE
CENTER FOR SPECIAL SURGERY, LLC


UNIPHY
HEALTHCARE OF JOHNSON CITY VI, LLC


VASC,
LLC


VILLAGE SURGICENTER,
LLC


 


		By:	/s/ Thomas F. Cowhey







	 	Name:	Thomas F. Cowhey







	 	Title:	President and Chief Financial Officer




 



[Signature Page to Seventh Amendment]


 






     


     


    

 





	 	GREAT FALLS CLINIC, LLP




 


	 	By: CMSC, LLC, as its partner




 


	 	By: Montana Health Partners, LLC, as sole member of CMSC, LLC and partner of Great Falls Clinic, LLP




 


		By:	/s/ Thomas F. Cowhey







	 	Name:	Thomas F. Cowhey







	 	Title:	President and Chief Financial Officer




 






	 	GREAT FALLS CLINIC SURGERY CENTER, L.L.C.




 


	 	By: CMSC, LLC, as its sole member




 


	 	By: Montana Health Partners, LLC, as sole member of CMSC, LLC




 


		By:	/s/ Thomas F. Cowhey







	 	Name:	Thomas F. Cowhey







	 	Title:	President and Chief Financial Officer




 






	 	CMSC, LLC




 


	 	By: Montana Health Partners, LLC, as its sole member




 


		By:	/s/ Thomas F. Cowhey







	 	Name:	Thomas F. Cowhey







	 	Title:	President and Chief Financial Officer




 






	 	RIVERSIDE SPINE & PAIN PHYSICIANS, LLC




 


	 	By: Surgery Center Holdings, Inc., as its Sole Member




 


		By:	/s/ Thomas F. Cowhey







	 	Name:	Thomas F. Cowhey







	 	Title:	President and Chief Financial Officer




 






[Signature
Page to Seventh Amendment]


 






     


     


    

 


	 	JEFFERIES FINANCE LLC,

                         as Administrative Agent, Collateral Agent and an Issuing Bank





 





	 	By:	/s/ Paul Chisholm




	 	Name:	Paul Chisholm




	 	Title:	Managing Director




 


[Signature Page to Seventh Amendment]


 






     


     


    

 





	 	KKR CORPORATE LENDING LLC, 

as an Issuing Bank










 


	 	By:	/s/ John Knox




	 	Name:	John Knox




	 	Title:	CFO




 


[Signature Page to Seventh Amendment]


 






     


     


    

 


	 	BANK OF AMERICA, N.A., 

as a November 2021 Incremental Revolving Lender




 


	 	By:	/s/ Mike Roane




	 	Name:	Mike Roane




	 	Title:	Director




 


[Signature Page to Seventh Amendment]


 






     


     


    

 





	 	SILICON VALLEY BANK, 

as a November 2021 Incremental Revolving Lender




 


		By:	/s/ Allison Cohen




	 	Name:	Allison Cohen




	 	Title:	Vice President







 


[Signature Page to Seventh Amendment]


 






     


     


    







 


Schedule 2.01


 


November 2021 Incremental Revolving Commitments


 


	November 2021 Incremental Revolving

 Lender	 	November 2021 Incremental Revolving

Commitment	 
	Bank of America, N.A.	 	$	25,000,000.00	 
	Silicon Valley Bank	 	$	15,000,000.00	 
	Total	 	$	40,000,000