EX-10.3



 Exhibit 10.3 

EXECUTION COPY 
 FIRST
AMENDMENT TO 
 MANAGEMENT AND INVESTMENT ADVISORY SERVICES AGREEMENT 

This FIRST AMENDMENT TO MANAGEMENT AND INVESTMENT ADVISORY SERVICES AGREEMENT (the “First Amendment”), is made and
entered into this 4th day of May, 2011 (the “Effective Date”), by and among Surgery Center Holdings, Inc., a Delaware corporation (“Parent”), each of Parent’s direct or indirect subsidiaries listed as
signatories hereto (such entities together with Parent, collectively being, the “Company”), and Bayside Capital, Inc., a Florida corporation (“Bayside”). The Company and Bayside are referred to herein individually
as a “Party” and, collectively as, the “Parties.” 
 RECITALS: 

WHEREAS, each of the Parties entered into that certain Management and Investment Advisory Services Agreement, dated as
December 24, 2009 (the “Agreement”); 
 WHEREAS, pursuant to and in accordance with Section 16 of the
Agreement, each of the Parties desires to amend the Agreement in certain respects upon the terms and conditions set forth herein; and 

WHEREAS, all capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the
Agreement. 
 NOW, THEREFORE, in consideration of the promises contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby conclusively acknowledged, the parties hereto, intending to become legally bound, hereby agree as follows: 

TERMS AND CONDITIONS: 
  

	1.	AMENDMENTS TO THE AGREEMENT. 

 (a) Amendment to Section 4.1.
Section 4.1 of the Agreement is hereby amended by deleting the phrase “Greenberg Traurig, LLP” in clause (A) of Section 4.1 of the Agreement and replacing it with the phrase “McDermott Will & Emery LLP”.

 (b) Amendment to Section 6.1.1. Section 6.1.1 of the Agreement is hereby amended by deleting it in its entirety
and replacing it with the following: 
  

	 	“6.1.1	The Company shall pay (or cause to be paid) to Bayside or its designees with respect to the management of the business operations of the Company and its subsidiaries, a cash consulting and management fee equal to
$2,000,000 per annum, payable on a calendar quarterly basis in arrears in equal quarterly installments of $500,000; provided that the first payment shall be pro rated for the period beginning on the date of this Agreement through the end of
such calendar quarter.” 

 (c) Amendment to Section 6.2. The following sentence shall be added at the
end of Section 6.2 of the Agreement: 
 “The parties hereto agree that the Transaction Fee for the Transaction pursuant to that
certain Agreement and Plan of Merger, dated as of January 20, 2011, by and among Surgery Center Holdings, Inc., Wildcat Merger Sub, Inc. and NovaMed, Inc. shall be $3,950,000, which shall consist of an Investment Banking Fee of $1,975,000 and a
Supplemental Management Fee of $1,975,000.” 








	3.	MISCELLANEOUS 

 (a) Effect of Amendment. Except as otherwise expressly
provided in this First Amendment, nothing herein shall be deemed to amend or modify any provision of the Agreement, which shall remain unchanged and in full force and effect and is hereby ratified and reaffirmed in all respects, 

(b) Headings. The headings, captions, and arrangements used in this First Amendment are for convenience only and shall not
affect the interpretation of this First Amendment. 
 (c) Compliance. This First Amendment is made pursuant to and in the
accordance with Section 16 of the Agreement. 
 (d) Counterparts. This First Amendment may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies hereof each
signed by less than all, but together signed by all of the parties. The parties hereto agree that facsimile and electronically transmitted portable document format (pdf) signatures shall be deemed originals. 

(e) Severability. Any provision of this First Amendment held by a court of competent jurisdiction to be invalid or unenforceable
shall not impair or invalidate the remainder of this First Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable. 

(f) Entire Agreement. This First Amendment and the Agreement represent 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. 

(g) Applicable Law. This First Amendment shall be governed by the laws of the State of Florida as to all matters, including, but
not limited to, matters of validity, construction, effect and performance. 
 [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 

  
 -2- 








 IN WITNESS WHEREOF, this First Amendment has been duly executed as of the date first
written above. 
  

			
	BAYSIDE:
	
	BAYSIDE CAPITAL, INC.
		
	By:		




		 	  

	Name:		Richard Siegel
		 	  

	Its:		Vice President and General Counsel
		 	  

	
	THE COMPANY:
	
	SURGERY CENTER HOLDINGS, INC.
		
	By:		




		 	  

	Name:		Christopher Laitala
	Its:		President
	
	APS OF BRADENTON, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	APS OF MERRITT ISLAND, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	SURGERY PARTNERS OF CORAL GABLES, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer









 
			
	SURGERY PARTNERS OF LAKE MARY, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	SURGERY PARTNERS OF LAKE WORTH, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	SURGERY PARTNERS OF MERRITT ISLAND, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	SURGERY PARTNERS OF MILLENIA, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	SURGERY PARTNERS OF NEW TAMPA, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	SURGERY PARTNERS OF PARK PLACE, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer









 
			
	SURGERY PARTNERS OF SARASOTA, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	SURGERY PARTNERS OF WESTCHASE, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	SURGERY PARTNERS OF WEST KENDALL, L.L.C.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	ANESTHESIA MANAGEMENT SERVICES, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	ANESTHESIOLOGY PROFESSIONAL SERVICES, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	BUSINESS IT SOLUTIONS OF TAMPA, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer









 
			
	MEDICAL BILLING SOLUTIONS, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	SURGERY PARTNERS, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	TAMPA PAIN RELIEF CENTER, INC. D/B/A ORLANDO PAIN RELIEF CENTER
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	ARMENIA AMBULATORY SURGERY CENTER, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	BLUE RIDGE NOVAMED, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	MDN ACQUISITION COMPANY, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer









 
			
	MIDWEST UNCUTS, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NMGK, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NMI, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NMLO, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED ACQUISITION COMPANY, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer









 
			
	NOVAMED ALLIANCE, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED EYE SURGERY AND LASER CENTER OF ST. JOSEPH, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED EYE SURGERY CENTER OF CINCINNATI, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED EYE SURGERY CENTER OF NORTH COUNTY, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED EYE SURGERY CENTER (PLAZA), L.L.C.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED EYECARE RESEARCH, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer









 
			
	NOVAMED MANAGEMENT OF KANSAS CITY, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED MANAGEMENT SERVICES, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED OF BETHLEHEM, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED OF DALLAS, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED OF LAREDO, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED OF LEBANON, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer









 
			
	NOVAMED OF LOUISVILLE, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED OF SAN ANTONIO, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED OF TEXAS, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED OF WISCONSIN, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	NOVAMED SURGERY CENTER OF LAREDO, LP
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer
	
	PATIENT EDUCATION CONCEPTS, INC.
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer









 
			
	SURGERY PARTNERS OF SUNCOAST, LLC
		
	By:		




		 	  

	Name:		Michael Doyle
	Its:		Chief Executive Officer