8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 7, 2016(December 1, 2016)

AMSURG CORP.

(Exact Name of Registrant as Specified in its Charter)

Tennessee	001-36531	62-1493316
(State or Other Jurisdiction of Incorporation)	(Commission  File Number)	(I.R.S. Employer  Identification No.)
1A Burton Hills Boulevard
Nashville, Tennessee		37215
(Address of Principal Executive Offices)		(Zip Code)

(615) 665-1283

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

2020 Notes Supplemental Indenture

On November 28, 2016, AmSurg Corp. (the “Company”) entered into a Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated as of November 20, 2012 (as supplemented from time to time, the “2020 Indenture”), among the Company, as issuer, the subsidiary guarantors from time to time party thereto and U.S. Bank National Association, as trustee, which effects certain amendments (the “Amendments”) to the 5.625% Senior Notes Due 2020 issued by the Company and guaranteed by the Subsidiary Guarantors (the “2020 Notes”). The Supplemental Indenture, and thereby the Amendments, became operative on December 1, 2016.

The Amendments, among other things, amend the 2020 Indenture to remove substantially all of the restrictive covenants and certain events of default contained in the 2020 Indenture. Holders of a majority in aggregate principal amount of the outstanding Notes consented to the Amendments.

The Supplemental Indenture is attached hereto as Exhibit 4.1. The foregoing description of the Supplemental Indenture is qualified in its entirety by reference to the full text of the Supplemental Indenture, which is incorporated herein by reference.

In addition, in connection with the completion of the Mergers (as defined below), Envision Healthcare Corporation, formerly known as New Amethyst Corp. (“Envision”), assumed the Company’s obligations under the 2020 Notes issued pursuant to the 2020 Indenture. Also in connection with the completion of the Mergers, certain of the Company’s subsidiaries executed a supplemental indenture pursuant to which they reaffirmed their guarantees of the 2020 Notes and certain subsidiaries of Holdings (as defined below) executed a supplemental indenture, pursuant to which they guaranteed the 2020 Notes.

2022 Indenture and Supplemental Indentures

In connection with the completion of the Mergers, Envision assumed the Company’s obligations under the Company’s $1,100 million aggregate principal amount of 5.625% senior notes due 2022 (the “2022 Notes”) issued pursuant to the Indenture, dated as of July 16, 2014, among AmSurg Escrow Corp. and U.S. Bank National Association, as trustee. Also in connection with the completion of the Mergers, certain of the Company’s subsidiaries executed a supplemental indenture pursuant to which they reaffirmed their guarantees of the 2022 Notes and certain subsidiaries of Holdings (as defined below) executed a supplemental indenture, pursuant to which they guaranteed the 2022 Notes.

Item 1.02. Termination of a Material Definitive Agreement.

On December 1, 2016, in connection with certain financing transactions entered into in connection with the completion of the Mergers, the Company (a) terminated all outstanding commitments and repaid all outstanding loans under the Credit Agreement, dated as of July 16, 2014 (the “Credit Agreement”), among the Company, the lenders party thereto and Citibank, N.A., as administrative agent, and (b) satisfied and discharged the 2020 Indenture. As of December 1, 2016, immediately prior to such termination and repayment or satisfaction and discharge, as applicable, the aggregate principal amount of the loans outstanding under the Credit Agreement and aggregate principal amount of 2020 Notes outstanding under the 2020 Indenture was $1,220 million and $250 million, respectively. Outstanding letters of credit under the Credit Agreement were cash collateralized.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 1, 2016, pursuant to the Agreement and Plan of Merger, dated as of June 15, 2016 (the “Merger Agreement”), by and among Envision Healthcare Holdings, Inc. (“Holdings”), Envision and the Company, Holdings and AmSurg completed the combination of their businesses through a merger of equals. Pursuant to the Merger Agreement, the Company merged with and into Envision, with Envision surviving (“Merger 1”). Immediately following Merger 1, Holdings merged with and into Envision, with Envision surviving (“Merger 2” and together with “Merger 1,” the “Mergers”).

Under the terms of the Merger Agreement, upon completion of the Mergers, each share of the Company’s common stock was converted into one share of Envision common stock, each share of the Company’s 5.250% mandatory convertible preferred stock, Series A-1 (“Company Preferred Stock”) was converted into one share of Envision 5.250% mandatory convertible preferred stock, Series A-1 (“Envision Preferred Stock”), and each share of Holdings common stock was converted into 0.334 shares of Envision common stock.

The shares of the Company’s common stock and Company Preferred Stock were suspended from trading on the NASDAQ prior to the open of trading on December 2, 2016.

The description of the Mergers contained herein does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this report and incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Prior to the Mergers, shares of the Company’s common stock and Company Preferred Stock were each registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and listed on NASDAQ. As a result of the Mergers, on December 1, 2016, at the Company’s request, NASDAQ filed Form 25s to withdraw both the shares of the Company’s common stock and Company Preferred Stock from listing on NASDAQ. The shares of the Company’s common stock and Company Preferred Stock were suspended from trading on NASDAQ prior to the open of trading on December 2, 2016. The Company expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of the shares of the Company’s common stock and Company Preferred Stock, and suspend the reporting obligations of the Company under the Exchange Act.

Item 3.03. Material Modification to Rights of Security Holders.

In connection with the Mergers, on December 1, 2016, each share of the Company’s common stock was converted into one share of Envision common stock and each share of Company Preferred Stock was converted into one share of Envision Preferred Stock. The certificate of incorporation and the bylaws of Envision went into effect on December 1, 2016 upon consummation of the Mergers. As previously reported in the “Description of Newco Capital Stock” and “Comparison of Rights of AmSurg Shareholders, Envision Stockholders and Newco Stockholders” sections of the Registration Statement on Form S-4 filed by Envision on August 4, 2016 and declared effective, as subsequently amended, on October 19, 2016 (the “Joint Proxy Statement/Prospectus”), certain of the rights associated with Envision common stock are different from the rights associated with the Company’s common stock. The information set forth in the “Description of Newco Capital Stock” and “Comparison of Rights of AmSurg Shareholders, Envision Stockholders and Newco Stockholders” sections of the Joint Proxy Statement/Prospectus is incorporated by reference into this Item 3.03.

As provided in the Merger Agreement, at the effective time of Merger 1, each (i) share of restricted stock and each stock unit (including stock units subject to time-based and performance-based vesting conditions) of the Company that was outstanding immediately prior to the consummation of Merger 1 was assumed by Envision and converted into an award of restricted stock or stock units of Envision, as applicable, and continued to have, and be subject to, the same terms and conditions as applied to the restricted stock/stock unit of the Company immediately prior to the consummation of the Mergers, provided that, outstanding stock units subject to performance-based vesting conditions granted on or after January 1, 2016 accelerated and settled into shares of restricted stock of the Company pursuant to their terms immediately prior to the effective time of Merger 1, and (ii) option to acquire shares of the Company’s common stock that was outstanding immediately prior to the completion of Merger 1 was assumed by Envision and converted into an option to acquire Envision common stock.

The information set forth in Items 1.01, 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01. Changes in Control of Registrant.

On December 1, 2016, the Company was merged with and into Envision pursuant to the Merger Agreement, with Envision continuing as the surviving corporation.

The information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the effective time of Merger1, all of the Company’s directors and executive officers ceased serving as directors and executive officers of the Company, as the Company ceased to exist as a separate legal entity. Following consummation of the Mergers, James A. Deal, John T. Gawaluck, Steven I. Geringer, Joey A. Jacobs, Kevin P. Lavender and Cynthia S. Miller, former members of the Company’s board of directors, were appointed to the board of directors of Envision. Christopher A.

Holden, a former director of the Company and who was appointed as a director of Envision prior to the Mergers, will continue to serve as a member of Envision’s board of directors.

In addition, following the consummation of the Mergers, Christopher A. Holden, Claire M. Gulmi, Kevin D. Eastridge and Robert J. Coward, who previously served as executive officers of the Company, were appointed as executive officers of Envision in the following capacities: Mr. Holden was appointed as President and Chief Executive Officer; Ms. Gulmi was appointed as Executive Vice President and Chief Financial Officer; Mr. Eastridge was appointed as Senior Vice President and Chief Accounting Officer; and Mr. Coward was appointed as Executive Vice President and President-Physician Services Group.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As of the effective time of Merger 1, the Second Amended and Restated Charter, as amended, and the Second Amended and Restated Bylaws of the Company ceased to be in effect by operation of law and the organizational documents of Envision (as successor to the Company by operation of law) and, in connection with the Mergers, Envision amended and restated its Certificate of Incorporation and Bylaws to reflect the changes contemplated by the Merger Agreement and as previously reported in the “Description of Newco Capital Stock” and “Comparison of Rights of AmSurg Shareholders, Envision Stockholders and Newco Stockholders” sections of the Joint Proxy Statement/Prospectus. The information set forth in the “Description of Newco Capital Stock” and “Comparison of Rights of AmSurg Shareholders, Envision Stockholders and Newco Stockholders” sections of the Joint Proxy Statement/Prospectus is incorporated by reference into this Item 5.03.The information regarding the Merger and the Merger Agreement set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

The Second Amended and Restated Certificate of Incorporation of Envision and the Amended and Restated Bylaws of Envision are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

2.1	Agreement and Plan of Merger, dated as of June 15, 2016, by and among Holdings, the Company and Envision (incorporated by reference to the Current Report on Form 8-K filed by the Company with the Commission on June 16, 2016).
3.1	Second Amended and Restated Certificate of Incorporation of Envision (incorporated by reference to Exhibit 3.1 to Envision’s Form 8-K, dated December 7, 2016).
3.2	Amended and Restated Bylaws of Envision (incorporated by reference to Exhibit 3.2 to Envision’s Form 8-K, dated December 7, 2016).
4.1	Supplemental Indenture, dated as of November 28, 2016, by and among the Company, the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Envision Healthcare Corporation, as successor by merger to AmSurg Corp. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Envision Healthcare Corporation, as successor by merger to AmSurg Corp.
By:	/s/ Claire M. Gulmi
	Claire M. Gulmi
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Duly Authorized Officer)

Date:    December 7, 2016

INDEX TO EXHIBITS

Exhibit
Number	Description
2.1	Agreement and Plan of Merger, dated as of June 15, 2016, by and among Holdings, the Company and Envision (incorporated by reference to the Current Report on Form 8-K filed by the Company with the Commission on June 16, 2016).
3.1	Second Amended and Restated Certificate of Incorporation of Envision (incorporated by reference to Exhibit 3.1 to Envision’s Form 8-K, dated December 7, 2016).
3.2	Amended and Restated Bylaws of Envision (incorporated by reference to Exhibit 3.2 to Envision’s Form 8-K, dated December 7, 2016).
4.1	Supplemental Indenture, dated as of November 28, 2016, by and among the Company, the subsidiary guarantors listed therein and U.S. Bank National Association, as trustee.

EX-4.1

Exhibit 4.1

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 28, 2016, among AmSurg Corp., a Tennessee corporation (the “Issuer”), the Subsidiary Guarantors identified on the signature pages hereto (the “Subsidiary Guarantors”) and U.S. Bank National Association (or its permitted successor), as trustee under the Existing Indenture referred to below (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuer, the Subsidiary Guarantors and the Trustee have heretofore executed an Indenture, dated as of November 20, 2012 (the “Original Indenture”), providing for the issuance by the Issuer of $250,000,000 aggregate principal amount of its 5.625% Senior Notes due 2020 (the “Notes”);

WHEREAS, the Original Indenture has heretofore been supplemented to add additional Subsidiary Guarantors (the Original Indenture, as so supplemented, is hereinafter referred to as the “Existing Indenture”);

WHEREAS, under Section 8.02 of the Existing Indenture, the Issuer, the Subsidiary Guarantors and the Trustee may amend the Existing Indenture with the consent of the Holders of at least a majority in principal amount of Notes then outstanding voting as a single class pursuant to the terms set forth therein; and

WHEREAS, Holders of a majority in principal amount of Notes outstanding voting as a single class have consented to the amendments set forth herein in connection with the tender offer and the consent solicitation of the Issuer commencing on November 14, 2016 with respect to the Notes (the “Tender Offer”); and

WHEREAS, the Issuer and the Subsidiary Guarantors desire to enter into this Supplemental Indenture on the date set forth above for the purpose of making the amendments set forth herein, which amendments will become operative as set forth in Section 4 herein;

WHEREAS, all other conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument enforceable in accordance with its terms have been performed and fulfilled by the parties hereto, and the execution and delivery thereof have been in all respects duly authorized by the parties hereto.

NOW, THEREFORE, for and in consideration of the foregoing premises, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:

1.DEFINITIONS. For all purposes of the Existing Indenture and this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)References. The terms “herein,” “hereof” and other words of similar import refer to the Existing Indenture and this Supplemental Indenture as a whole and not to any particular article, section or other subdivision; and

(b)Capitalized Terms. All capitalized terms used in this Supplemental Indenture but not defined herein shall have the meanings assigned to such terms in the Existing Indenture.

2.ELIMINATION AND AMENDMENT OF CERTAIN DEFINED TERMS IN ARTICLE I OF THE EXISTING INDENTURE. From and as of the Operational Time (as defined in Section 4(b) of this Supplemental Indenture), any defined terms appearing in Article I of the Existing Indenture or elsewhere in the Existing Indenture, and all references thereto, that are used solely in the sections, subsections or provisions of the

1

Existing Indenture deleted from the Existing Indenture by virtue of Section 3 of this Supplemental Indenture shall be deleted in their entireties from Section 1.01 of the Existing Indenture.

3.AMENDMENT OF CERTAIN PROVISIONS OF ARTICLE IV, V AND VI AND OTHER RELATED PROVISIONS OF THE EXISTING INDENTURE.

(a)Amendment of Article IV of theExistingIndenture. From and as of the Operational Time (as defined in Section 4(b) of this Supplemental Indenture), Article IV of the Existing Indenture shall be amended by: (i) deleting the first paragraph of Section 4.02; (ii) deleting “also” in the second paragraph of Section 4.02; and (iii) deleting Sections 4.06, 4.07, 4.08, 4.09, 4.10, 4.12, 4.14 and 4.20 in their entireties, together with any references thereto in the Existing Indenture.

(b)Amendment of Section 5.01 of the ExistingIndenture. From and as of the Operational Time (as defined in Section 4(b) of this Supplemental Indenture), Section 5.01 of the Existing Indenture shall be amended by deleting subsection (a)(iii) in its entirety.

(c)Amendment of Article VI of theExistingIndenture. From and as of the Operational Time (as defined in Section 4(b) of this Supplemental Indenture), Article VI of the Existing Indenture shall be amended by deleting subsections 6.01(e) and (f), in their entireties, together with any references thereto in the Existing Indenture.

(d)Amendment of Additional Provisions of the Existing Indenture. From and as of the Operational Time (as defined in Section 4(b) of this Supplemental Indenture), any and all additional provisions of the Existing Indenture shall be deemed amended to reflect the intentions of the amendments provided for in this Section 3 and elsewhere herein.

4.EFFECT OF SUPPLEMENTAL INDENTURE; OPERATION OF AMENDMENTS.

(a)Effect of Supplemental Indenture. In accordance with Section 8.02 of the Existing Indenture, upon the execution of this Supplemental Indenture, the Existing Indenture shall be modified in accordance herewith, and this Supplemental Indenture shall form a part of the Existing Indenture for all purposes; and every Holder of the Notes heretofore authenticated and delivered under the Existing Indenture shall be bound hereby. Except as modified by this Supplemental Indenture, the Existing Indenture and the Notes, and the rights of the Holders of the Notes thereunder, shall remain unchanged and in full force and effect.

(b)Operation of Amendments. The provisions of this Supplemental Indenture shall not become operative until the date and time (such date and time, the “Operational Time”) the Issuer notifies (in writing) D.F. King & Co., Inc., as depositary for the Notes under the Tender Offer (the “Depositary”), that the Issuer has purchased the Notes tendered and not withdrawn pursuant to the Tender Offer. In the event the Issuer notifies (in writing) the Depositary that it has withdrawn or terminated the Tender Offer prior to the Operational Time, this Supplemental Indenture shall be terminated and be of no force or effect and the Existing Indenture shall not be modified hereby. The Issuer shall promptly notify the Trustee in writing of any notice it gives to the Depositary.

5.MATTERS CONCERNING THE TRUSTEE. The Trustee accepts the trusts of the Existing Indenture, as amended and supplemented by this Supplemental Indenture, and agrees to perform the same, but only upon the terms and conditions set forth in the Existing Indenture, as amended and supplemented by this Supplemental Indenture, to which the parties hereto and the Holders from time to time of the Notes agree and, except as expressly set forth in the Existing Indenture, as amended and supplemented by this Supplemental Indenture, shall incur no liability or responsibility in respect thereof. Without limiting the generality of the foregoing, the recitals contained herein shall be taken as the statements of the Issuer, and the Trustee assumes no responsibility for their correctness, and the Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture or any consents thereto.

2

6.RATIFICATION AND CONFIRMATION OF THE EXISTING INDENTURE. Except as expressly amended hereby, the Existing Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect.

7.MISCELLANEOUS.

(a)Binding Effect. All agreements of the Issuer in this Supplemental Indenture shall be binding upon the Issuer's successors. All agreements of the Subsidiary Guarantors in this Supplemental Indenture shall be binding upon such Subsidiary Guarantors’ successors. All agreements of the Trustee in this Supplemental Indenture shall be binding upon its successors.

(b)NEW YORK LAW TO GOVERN. THE LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

(c)Conflict with Trust Indenture Act of 1939. If and to the extent that any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by Sections 310-317 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), by operation of Section 318(c) of the Trust Indenture Act, the imposed duties shall control.

(d)Headings for Convenience of Reference. The titles and headings of the sections of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.

(e)Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but such counterparts shall constitute but one and the same agreement.

(f)Severability. In case any provision of this Supplemental Indenture shall be determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof or of the Existing Indenture shall not in any way be affected or impaired thereby.

(g)Effect Upon Existing Indenture. This Supplemental Indenture shall form a part of Existing Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.

(h)Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Subsidiary Guarantors and the Issuer.

(signature pages follow)

3

IN WITNESS WHEREOF, the Issuer, Subsidiary Guarantors and the Trustee have caused this Supplemental Indenture to be duly executed by their respective officers thereunto duly authorized and their respective corporate seals, duly attested, to be hereunto affixed all as of the day and the year first above written.

AMSURG CORP.

By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Executive Vice President and Chief Financial Officer

SUBSIDIARY GUARANTORS:

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 LA JOLLA, INC.

AMSURG HILLMONT, INC.

AMSURG PALMETTO, INC.

AMSURG NORTHWEST FLORIDA, INC.

AMSURG OCALA, INC.

AMSURG MARYVILLE, INC.

AMSURG BURBANK, INC.

AMSURG MELBOURNE, INC.

AMSURG EL PASO, INC.

AMSURG CRYSTAL RIVER, INC.

AMSURG ABILENE EYE, INC.

AMSURG INGLEWOOD, 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, LLC

AMSURG OAKLAND CA, INC.

AMSURG LANCASTER PA, LLC

AMSURG POTTSVILLE PA, LLC

AMSURG GLENDORA CA, INC.

AMSURG KISSIMMEE FL, INC.

AMSURG ALTAMONTE SPRINGS FL, INC.

NSC RBO EAST, LLC

LONG BEACH NSC, LLC

TORRANCE NSC, LLC

DAVIS NSC, LLC

FULLERTON NSC, LLC

Signatures - Continued

SAN ANTONIO NSC, LLC

AUSTIN NSC, LLC

TWIN FALLS NSC, LLC

KENWOOD NSC, LLC

TOWSON NSC, LLC

NSC WEST PALM, LLC

TAMPA BAY NSC, LLC

CORAL SPRINGS NSC, LLC

WESTON NSC, LLC

AMSURG COLTON CA, INC.

AMSURG FRESNO ENDOSCOPY, INC.

AMSURG TEMECULA II INC.

AMSURG FINANCE, INC.

SHI II, LLC

ASDH I, LLC

By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Vice President, Secretary and Treasurer

AUSTIN NSC, LP

By: Austin NSC, LLC, its general partner

By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Vice President, Secretary and Treasurer

WILTON NSC, LLC

By: AmSurg Holdings, Inc. as the managing member

By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Vice President, Secretary and Treasurer

Signatures - Continued

ANESTHESIA AND PAIN MANAGEMENT SERVICES OF CALIFORNIA, INC.

ANESTHESIOLOGY OF JUPITER, P.A.

MEDICAL ANESTHESIA CONSULTANTS MEDICAL GROUP, INC.

NEW JERSEY HEALTHCARE SPECIALISTS, P.C.

NORTH TEXAS PERINATAL ASSOCIATES, P.A.

SHERIDAN ACQUISITION ASSOCIATES II, P.A.

SHERIDAN ACQUISITION ASSOCIATES, P.A.

SHERIDAN ANESTHESIA SERVICES OF MARYLAND, P.C.

SHERIDAN ANESTHESIA SERVICES OF MINNESOTA, P.C.

SHERIDAN CRITICAL CARE SERVICES, P.A.

SHERIDAN HEALTHCARE OF ARKANSAS, P.A.

SHERIDAN HEALTHCARE OF CONNECTICUT, P.C.

SHERIDAN HEALTHCARE OF MASSACHUSETTS, P.C.

SHERIDAN HEALTHCARE OF NORTH TEXAS, P.A.

SHERIDAN HEALTHCARE OF TEXAS, P.A.

TRI-COUNTY PAIN MANAGEMENT, P.A.

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF INDIANA, P.C.

SHERIDAN ANESTHESIA SERVICES OF PENNSYLVANIA, P.C.

By:	/s/ Gilbert Drozdow
Name:	Gilbert Drozdow
Title:	President

Signatures - Continued

ALL WOMEN'S HEALTHCARE HOLDINGS, INC.

ALL WOMEN'S HEALTHCARE, INC.

ALL WOMEN'S HEALTHCARE OF DADE, INC.

ALL WOMEN'S HEALTHCARE OF SAWGRASS, INC.

ALL WOMEN'S HEALTHCARE OF WEST BROWARD, INC.

ALL WOMEN'S HEALTHCARE SERVICES, INC.

COMPREHENSIVE TELERADIOLOGY SOLUTIONS, INC.

DISCOVERY CLINICAL RESEARCH, INC.

FLORIDA UNITED RADIOLOGY, L.C.

GLOBAL SURGICAL PARTNERS, INC.

ICS RADIOLOGY, INC.

JUPITER IMAGING ASSOCIATES, INC.

RADIOLOGY ASSOCIATES OF HOLLYWOOD, INC.

SHERIDAN RADIOLOGY SERVICES, INC.

SHERIDAN RADIOLOGY MANAGEMENT SERVICES, INC.

SHERIDAN RADIOLOGY SERVICES OF CENTRAL FLORIDA, INC.

SHERIDAN RADIOLOGY SERVICES OF KENTUCKY, INC.

SHERIDAN RADIOLOGY SERVICES OF PINELLAS, INC.

SHERIDAN RADIOLOGY SERVICES OF SOUTH FLORIDA, INC.

FM HEALTHCARE SERVICES, INC.

FMO HEALTHCARE HOLDINGS, INC.

FO INVESTMENTS, INC.

FO INVESTMENTS II, INC.

FO INVESTMENTS III, INC.

By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Vice President and Treasurer

Signatures - Continued

ANESTHESIOLOGISTS OF GREATER ORLANDO, INC.

ANESTHESIOLOGY ASSOCIATES OF TALLAHASSEE, INC.

BETHESDA ANESTHESIA ASSOCIATES, INC.

BOCA ANESTHESIA SERVICE, INC.

COMPREHENSIVE PAIN MEDICINE, INC.

DRS. ELLIS, ROJAS, ROSS & DEBS, INC.

FLAMINGO ANESTHESIA ASSOCIATES, INC.

GREATER FLORIDA ANESTHESIOLOGISTS, LLC

GYNECOLOGIC ONCOLOGY ASSOCIATES, INC.

INTERVENTIONAL REHABILITATION OF SOUTH FLORIDA, INC.

JACKSONVILLE BEACHES ANESTHESIA ASSOCIATES, INC.

JUPITER ANESTHESIA ASSOCIATES, L.L.C.

JUPITER HEALTHCARE, LLC

NEW GENERATIONS BABEE BAG, INC.

NORTH FLORIDA PERINATAL ASSOCIATES, INC.

PARITY HEALTHCARE, INC.

SHERIDAN ANESTHESIA SERVICES OF ALABAMA, INC.

SHERIDAN ANESTHESIA SERVICES OF LOUISIANA, INC.

SHERIDAN ANESTHESIA SERVICES OF OKLAHOMA, INC.

SHERIDAN ANESTHESIA SERVICES OF VIRGINIA, INC.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES, INC.

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF ARIZONA, INC.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF LOUISIANA, INC.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF NEW MEXICO, INC.

SHERIDAN CHILDREN’S HEALTHCARE SERVICES OF VIRGINIA, INC.

SHERIDAN CLINICAL RESEARCH, INC.

SHERIDAN EMERGENCY PHYSICIAN SERVICES, INC.

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF MISSOURI, INC.

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF NORTH MISSOURI, INC.

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH DADE, INC.

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH FLORIDA, INC.

SHERIDAN HEALTHCARE, INC.

SHERIDAN HEALTHCARE OF LOUISIANA, INC.

SHERIDAN HEALTHCARE OF MISSOURI, INC.

SHERIDAN HEALTHCARE OF VERMONT, INC.

SHERIDAN HEALTHCARE OF VIRGINIA, INC.

SHERIDAN HEALTHCARE OF WEST VIRGINIA, INC.

SHERIDAN HEALTHCORP, INC.

SHERIDAN HEALTHCORP OF CALIFORNIA, INC.

SHERIDAN HEALTHY HEARING SERVICES, INC.

SHERIDAN HOLDINGS, INC.

SHERIDAN INVESTCO, LLC

SOUTHEAST PERINATAL ASSOCIATES, INC. SUNBEAM ASSET, LLC

SUNBEAM INTERMEDIATE HOLDINGS, INC.

SUNBEAM PRIMARY HOLDINGS, INC.

Signatures - Continued

TENNESSEE VALLEY NEONATOLOGY, INC.

TIVA HEALTHCARE, INC.

BAY AREA ANESTHESIA, L.L.C.

COASTAL ANESTHESIA STAFFING, LLC

COASTAL ANESTHESIOLOGY CONSULTANTS, LLC

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF OHIO, INC.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF KENTUCKY, INC.

SHERIDAN ROP SERVICES OF VIRGINIA, INC.

SHERIDAN CHILDREN'S SERVICES OF ALABAMA, INC.

MEDICAL INFORMATION MANAGEMENT SOLUTIONS, LLC

By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Chief Executive Officer

Signatures - Continued

CHANDLER EMERGENCY MEDICAL GROUP, L.L.C. D/B/A PREMIER EMERGENCY MEDICAL SPECIALISTS

By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Manager

PARTNERS IN MEDICAL BILLING, INC.

By:	/s/ Jillian Marcus
Name:	Jillian Marcus
Title:	President

SHERIDAN ANESTHESIA SERVICES OF GEORGIA, P.C.

MEDICAL EMERGENCY CONSULTANTS OF CALIFORNIA, INC.

F&S APEX, INC.

F&S RADIOLOGY P.C.

FRANKLIN & SEIDELMANN, INC.

FSH RADIOLOGY, INC.

SHERIDAN ROP SERVICES OF FLORIDA, INC.

SENTINEL HEALTHCARE SERVICES, LLC

By:	/s/ Jillian Marcus
Name:	Jillian Marcus
Title:	Vice President

Signatures - Continued

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF GEORGIA, LLC

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF SOUTH CAROLINA, P.A.

SHERIDAN EMERGENCY PHYSICIAN SERVICES OF KANSAS, P.A.

By:	/s/ Paul Anthony Andrulonis
Name:	Paul Anthony Andrulonis
Title:	President

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF COLORADO, P.C.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF SOUTH CAROLINA, P.A.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF NORTH CAROLINA, P.A.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF NEW JERSEY, P.C.

SHERIDAN CHILDREN'S HEALTHCARE SERVICES OF TENNESSEE, P.C.

By:	/s/ M. Richard Auerbach
Name:	M. Richard Auerbach
Title:	President

PHYSICIAN OFFICE PARTNERS, INC.

By:	/s/ Robert Davey
Name:	Robert Davey
Title:	President

CORAL ANESTHESIA ASSOCIATES, INC.

PAIN PHYSICIANS OF CENTRAL FLORIDA, P.A.

By:	/s/ Andrew Greenfield
Name:	Andrew Greenfield
Title:	President

ORANGE ANESTHESIA ASSOCIATES, INC.

By:	/s/ Andrew Guttman
Name:	Andrew Guttman
Title:	President

Signatures - Continued

SHERIDAN ACQUISITION ASSOCIATES OF GEORGIA, P.C.

NORTHSIDE ANESTHESIOLOGY CONSULTANTS, L.L.C.

By:	/s/ Carey Weiss
Name:	Carey Weiss
Title:	President

NAC PROPERTIES, LLC

VALLEY ANESTHESIOLOGY CONSULTANTS, INC.

By:	/s/ Robert Coward
Name:	Robert Coward
Title:	President

U. S. BANK NATIONAL ASSOCIATION,

AS TRUSTEE

By:	/s/ Wally Jones
Name:	Wally Jones
Title:	Vice President