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):

June 18, 2014 (June 12, 2014)

AMSURG CORP.

(Exact Name of Registrant as Specified in Charter)

Tennessee	000-22217	62-1493316
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
20 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.

On June 12, 2014, AmSurg Corp., a Tennessee corporation (the “Company”), Arizona Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub”), and Arizona II Merger Corporation, a Delaware corporation and direct wholly-owned subsidiary of the Company (“Merger Sub II”), entered into Amendment No. 1 to Purchase Agreement and Agreement and Plan of Merger (“Amendment No. 1”) with Sunbeam GP Holdings, LLC, a Delaware limited liability company (“Seller”), Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly- owned subsidiary of the Partnership (“Sunbeam Primary”), and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company, solely in its capacity as agent and attorney-in-fact for Seller and the unitholders of the Partnership (the “Unitholders”).

Amendment No. 1, among other matters, clarifies (i) certain defined terms in the Purchase Agreement and Agreement and Plan of Merger, dated May 29, 2014, as previously filed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 2, 2014 (the “Merger Agreement”) and (ii) the Articles of Amendment to the Second Amended and Restated Charter of the Company (the “Series D Charter Amendment”) to provide that upon conversion of shares of Series D Preferred Stock any accrued and unpaid dividends on the Series D Preferred Stock, if issued under the terms of the Merger Agreement, as amended pursuant to Amendment No. 1, shall be paid in cash. The foregoing summaries of Amendment No. 1 and the Series D Charter Amendment are subject to, and qualified in their entirety by, the full text of Amendment No. 1 and the Series D Charter Amendment, copies of which are attached hereto as Exhibit 2.1 and Exhibit 99.1, respectively, and incorporated herein by reference.

Pursuant to an amended and restated commitment letter (the “Commitment Letter”), dated as of June 14, 2014, issued to the Company by Citigroup Global Markets Inc. (together with Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of its or their affiliates, collectively, “Citi”), SunTrust Robinson Humphrey, Inc. (“STRH”), SunTrust Bank (“SunTrust”), Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates, “Merrill Lynch”), Jefferies Finance LLC (“Jefferies Finance”), Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC (“WFS”) and WF Investment Holdings, LLC (“WFIH” and, together with Citi, STRH, SunTrust, Bank of America, Merrill Lynch, Jefferies Finance, Wells Fargo Bank and WFS, collectively, the “Commitment Parties”), and subject to and upon the terms and conditions set forth therein, the Commitment Parties have committed, among other things, to provide to the Company senior secured credit facilities in an aggregate principal amount of up to $1,375,000,000, consisting of a $1,125,000,000 term loan facility and a $250,000,000 revolving credit facility, and a senior bridge facility in an aggregate principal amount of up to $1,021,000,000. The Commitment Letter supersedes the commitment letter dated as of May 29, 2014 issued to the Company by Citi as previously filed in the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2014.

The commitments extend until November 29, 2014, subject to earlier termination in connection with developments in the transaction. The availability of the credit facilities is subject to usual and customary conditions. The documentation governing the credit facilities has not been finalized and, accordingly, the actual terms of such credit facilities may differ from those described or incorporated by reference in this filing. The foregoing summary of the Commitment Letter is subject to, and qualified in its entirety by, the full text of the Commitment Letter, which is attached as Exhibit 99.2 hereto and incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1	Amendment No. 1 to Purchase Agreement and Agreement and Plan of Merger, dated as of June 12, 2014, by and among AmSurg Corp., Arizona Merger Corporation, Arizona II Merger Corporation, Sunbeam GP Holdings, LLC, Sunbeam GP LLC, Sunbeam Holdings, L.P., Sunbeam Primary Holdings, Inc., and HFCP VI Securityholders’ Rep LLC.
99.1	Form of Articles of Amendment to the Second Amended and Restated Charter of AmSurg Corp. (Series D Mandatorily Convertible Preferred Stock)
99.2	Commitment letter, dated as of June 14, 2014, by and among AmSurg Corp. and the Commitment Parties hereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMSURG CORP.
By:	/s/   Claire M. Gulmi
	Claire M. Gulmi
Claire M. Gulmi
Executive Vice President, Chief Financial Officer, and Secretary
(Principal Financial and Duly Authorized Officer)

Date: June 18, 2014

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EXHIBIT INDEX

No.	Exhibit
2.1	Amendment No. 1 to Purchase Agreement and Agreement and Plan of Merger, dated as of June 12, 2014, by and among AmSurg Corp., Arizona Merger Corporation, Arizona II Merger Corporation, Sunbeam GP Holdings, LLC, Sunbeam GP LLC, Sunbeam Holdings, L.P., Sunbeam Primary Holdings, Inc., and HFCP VI Securityholders’ Rep LLC.
99.1	Form of Articles of Amendment to the Second Amended and Restated Charter of AmSurg Corp. (Series D Mandatorily Convertible Preferred Stock)
99.2	Commitment Letter, dated as of June 14, 2014, by and among Amsurg Corp. and the Commitment Parties thereto.

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EX-2.1

Exhibit 2.1

EXECUTION VERSION

AMENDMENT NO. 1 TO PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 1 TO PURCHASE AGREEMENT AND AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made as of June 12, 2014 by and among

AmSurg Corp., a Tennessee corporation (“Parent”), Arizona Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), Arizona II Merger Corporation, a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub II” and together with Parent and Merger Sub, the “Parent Parties”), Sunbeam GP Holdings, LLC, a Delaware limited liability company, solely for purposes of Article V and Section 2.8 of the Merger Agreement and solely in its capacity as the sole holder of membership interests in the General Partner (in such capacity, “Seller”), Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Sunbeam Holdings, L.P., a Delaware limited partnership (the “Partnership”), Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Partnership (“Sunbeam Primary”), and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company, solely in its capacity as agent and attorney-in-fact for Seller and the Unitholders (as defined in the Merger Agreement) (in such capacity, the “Unitholders’ Representative”, and collectively with the Parent Parties, Seller, the General Partner, the Partnership and Sunbeam Primary, the “parties”), and this Amendment amends that certain Purchase Agreement and Agreement and Plan of Merger, dated as of May 29, 2014, by and among the parties (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

WHEREAS, in accordance with Section 11.4 of the Merger Agreement, the parties wish to amend the Merger Agreement as specified herein.

NOW, THEREFORE, the parties hereto agree as follows:

1. Amendments to Section 1.1(a) of the Merger Agreement.

(a) Section 1.1(a) of the Merger Agreement is hereby amended by deleting the definition of “Parent Series D Preferred Stock Consideration Value” and inserting the following definition in lieu thereof:

“ “Parent Series D Preferred Stock Consideration Value” means (i) 19.99% of the number of outstanding shares of Parent Common Stock as of the open of business of Parent on the Closing Date (which number of outstanding shares, for the avoidance of doubt, shall exclude the Stock Consideration), multiplied by (ii) the Applicable Share Price.”

(b) Section 1.1(a) of the Merger Agreement is hereby amended by deleting the definition of “Specified Approval” and inserting the following definition in lieu thereof:

“ “Specified Approval” means the required written approval of the State of New Jersey Department of Health to the transfer of ownership in the Specified Entity.”

(c) Section 1.1(a) of the Merger Agreement is hereby amended by deleting the definition of “Stock Consideration” and inserting the following definition in lieu thereof:

“ “Stock Consideration” means the aggregate number of shares of Parent Common Stock (rounded up to the nearest whole number of shares) equal to the quotient of (i) the Stock Consideration Value divided by (ii) the Applicable Share Price; provided, however, that, if such number of shares of Parent Common Stock constituting the Stock Consideration would exceed 19.99% of the number of outstanding shares of Parent Common Stock as of the open of business of Parent on the Closing Date (which number of outstanding shares, for the avoidance of doubt, shall exclude the Stock Consideration), then:

(A) the Stock Consideration shall be both:

(1) an aggregate number (which may include a fraction) of shares of Parent Series D Preferred Stock equal to the quotient of (x) the Parent Series D Preferred Stock Consideration Value, divided by (y) the Parent Series D Preferred Stock Liquidation Value; and

(2) an aggregate number (which may include a fraction) of shares of Parent Series E Preferred Stock equal to the quotient of (x) the Parent Series E Stock Consideration Value, divided by (y) the Parent Series E Preferred Stock Liquidation Value; and

(B) the initial Conversion Price (as defined in the Parent Series D Articles of Amendment and the Parent Series E Articles of Amendment, as applicable) for each share of Parent Series D Preferred Stock and Parent Series E Preferred Sock shall be the Applicable Share Price.”

2. Amendment of Exhibit F of the Merger Agreement. Exhibit F of the Merger Agreement is hereby amended and restated in its entirety as set forth in Annex I hereto.

3. Effectiveness and Ratification. All of the provisions of this Amendment shall be effective as of the date hereof. Except as specifically provided for in this Amendment, the terms of the Merger Agreement are hereby ratified and confirmed and remain in full force and effect.

4. Effect of Amendment. Whenever the Merger Agreement is referred to in the Merger Agreement or in any other agreements, documents or instruments referenced therein, such reference shall be deemed to be to the Merger Agreement as amended by this Amendment.

5. Entire Agreement. The Merger Agreement, as amended by this Amendment, and the Ancillary Agreements (including the Exhibits and the Schedules hereto and thereto), together with the Confidentiality Agreement, constitutes the entire agreement among the Parties and supersedes any prior understandings, agreements or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

6. Headings. Headings of the Articles and Sections of this Amendment are for convenience of the parties only, and will be given no substantive or interpretive effect whatsoever.

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7. Counterparts. This Amendment may be executed in one or more counterparts (including by facsimile or by an electronic scan delivered by electronic mail), all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each party and delivered to the other parties, it being understood that all the parties need not sign the same counterpart.

8. Governing Law. This Amendment shall be governed by and construed in accordance with the law of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws.

[SIGNATURE PAGES FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

PARENT:
AMSURG CORP.
By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Executive Vice President
MERGER SUB:
ARIZONA MERGER CORPORATION
By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	President
MERGER SUB II:
ARIZONA II MERGER CORPORATION
By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	President

[Signature Page to Amendment No. 1 to Purchase Agreement and Agreement and Plan of Merger]

SELLER:
solely for purposes of Article V and Section 2.8 of the Merger Agreement and solely in its capacity as the sole holder of membership interests in the General Partner
SUNBEAM GP HOLDINGS, LLC
By:	Hellman & Friedman Capital Partners VI, L.P., its sole managing member
By:	Hellman & Friedman Investors VI, L.P., its general partner
By:	Hellman & Friedman LLC, its general partner
By:	/s/ Allen R. Thorpe
Name:	Allen R. Thorpe
Title:	Managing Director
GENERAL PARTNER:
SUNBEAM GP LLC
By:	Sunbeam GP Holdings, LLC, its sole managing member
By:	Hellman & Friedman Capital Partners VI, L.P., its sole managing member
By:	Hellman & Friedman Investors VI, L.P., its general partner
By:	Hellman & Friedman LLC, its general partner
By:	/s/ Allen R. Thorpe
Name:	Allen R. Thorpe
Title:	Managing Director

[Signature Page to Amendment No. 1 to Purchase Agreement and Agreement and Plan of Merger]

PARTNERSHIP:
SUNBEAM HOLDINGS, L.P.
By:	/s/ Jay A. Martus
Name:	Jay A. Martus
Title:	Executive Vice President
SUNBEAM PRIMARY:
SUNBEAM PRIMARY HOLDINGS, INC.
By:	/s/ Jay A. Martus
Name:	Jay A. Martus
Title:	Executive Vice President

[Signature Page to Amendment No. 1 to Purchase Agreement and Agreement and Plan of Merger]

UNITHOLDERS’ REPRESENTATIVE:
HFCP VI SECURITYHOLDERS’ REP LLC,solely in its capacity as agent and attorney-in-fact for Seller and the Unitholders
By:	Hellman & Friedman Capital Partners VI, L.P., its sole managing member
By:	Hellman & Friedman Investors VI, L.P., its general partner
By:	Hellman & Friedman LLC, its general partner
By:	/s/ Allen R. Thorpe
Name:	Allen R. Thorpe
Title:	Managing Director

[Signature Page to Amendment No. 1 to Purchase Agreement and Agreement and Plan of Merger]

EX-99.1

Exhibit 99.1

ARTICLES OF AMENDMENT

TO THE

SECOND AMENDED AND RESTATED CHARTER OF

AMSURG CORP.

(Series D Mandatorily Convertible Preferred Stock)

Pursuant to the provisions of Section 48-20-106 of the Tennessee Business Corporation Act, the undersigned officer of AmSurg Corp., a corporation organized and existing under the laws of the State of Tennessee (the “Company”), does hereby submit for filing these Articles of Amendment to its Second Amended and Restated Charter, as amended:

FIRST: The name of the Company is AmSurg Corp.

SECOND: The first paragraph of Article 7 shall be deleted and replaced in its entirety with the following:

“The aggregate number of shares of capital stock the Corporation is authorized to issue is 75,000,000 shares, of which 70,000,000 shares shall be common stock, no par value (the “Common Stock”), and 5,000,000 shares shall be preferred stock, no par value (the “Preferred Stock”). The Board of Directors may determine, in whole or in part, the preferences, limitations and relative rights of any class of shares before the issuance of any shares of that class or one or more series within a class before the issuance of any shares within that series.”

THIRD: Section 7(2) shall be deleted in its entirety.

FOURTH: Pursuant to the authority vested in the Board of Directors in accordance with the provisions of Article 7 of the Charter, [—] shares of the authorized preferred stock of the Company are hereby designated “Series D Mandatorily Convertible Preferred Stock”.

The preferences, limitations and relative rights of the Series D Mandatorily Convertible Preferred Stock are as follows:

Section 1. Designation. There is hereby created out of the authorized and unissued shares of preferred stock of the Company a series of preferred stock designated as the “Series D Mandatorily Convertible Preferred Stock” (the “Series D Preferred Stock”). The number of shares constituting such series shall be [—]. There shall be no par value per share of the Series D Preferred Stock.

Section 2. Ranking. The Series D Preferred Stock will, with respect to dividend rights, rights on liquidation, winding-up and dissolution and redemption and repurchase rights, rank (a) on a parity with the Series E Preferred Stock and any Qualifying Future Parity Stock and (b) senior to the common stock, no par value per share, of the Company (the “Common Stock”),

and, subject to compliance with Section 13(b) hereof and Section 13(b) of the Series E Articles of Amendment in connection with the designation, creation or establishment of any new class or series of capital stock of the Company, each other class or series of capital stock of the Company outstanding or established after the Effective Date by the Company the terms of which do not expressly provide that it ranks on a parity with or senior to the Series D Preferred Stock as to dividend rights, rights on liquidation, winding-up and dissolution of the Company and redemption and repurchase rights (collectively referred to as “Junior Securities”).

Section 3. Definitions. Unless the context or use indicates another meaning or intent, the following terms shall have the following meanings, whether used in the singular or the plural:

(a) “Acquirer” has the meaning set forth in Section 8(a)(i).

(b) “Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by or under common control with, such other Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) when used with respect to any Person, means the possession, directly or indirectly, of the power to cause the direction of management or policies of such Person, whether through the ownership of voting securities by contract or otherwise.

(c) “Articles of Amendment” means these Articles of Amendment of the Company to the Second Amended and Restated Charter of the Company, dated as of [—], 2014.

(d) “Beneficial Owner”, “Beneficially Own” and “Beneficial Ownership” shall have the meaning set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act.

(e) “Board of Directors” means the board of directors of the Company or any committee thereof duly authorized to act on behalf of such board of directors.

(f) “Business Day” means any day other than a Saturday, Sunday or any other day on which banks in Nashville, Tennessee or San Francisco, California are generally required or authorized by law to be closed.

(g) “Capital Stock” of any Person means any and all shares, interests (including partnership interests), rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into any such equity interests.

(h) “Charter” means the Second Amended and Restated Charter of the Company, as amended.

(i) “Closing Price” of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price of the shares of the Common Stock on The NASDAQ Global Market on such date. If the Common Stock is not traded on The NASDAQ Global Market on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which

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the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by a nationally recognized independent investment banking firm retained by the Company for this purpose.

For purposes of these Articles of Amendment, all references herein to the “Closing Price” and “last reported sale price” of the Common Stock on The NASDAQ Global Market shall be such closing sale price and last reported sale price as reflected on the website of The NASDAQ Global Market (http://www.nasdaq.com) and as reported by Bloomberg Professional Service; provided that in the event that there is a discrepancy between the closing sale price or last reported sale price as reflected on the website of The NASDAQ Global Market and as reported by Bloomberg Professional Service, the closing sale price and last reported sale price on the website of The NASDAQ Global Market shall govern.

(j) “Common Stock” has the meaning set forth in Section 2.

(k) “Company” has the meaning set forth in the preamble.

(l) “Company Conversion Notice” means a written notice that is executed and delivered to the Holders by the Company at any time after the Initial Shareholders’ Meeting if Shareholder Approval is not obtained at the Initial Shareholders’ Meeting and that expressly states in such written notice that it is intended to result in the mandatory conversion of the Series D Preferred Stock pursuant to Section 9 and be the written notice contemplated by this definition. Notwithstanding anything contained herein to the contrary, the Company may not deliver a Company Conversion Notice between the time of the Initial Shareholders’ Meeting and prior to the date that is 180 days following the Effective Date if (i) Shareholder Approval is not obtained at the Initial Shareholders’ Meeting and (ii) the Holders of a majority of the outstanding shares of Series D Preferred Stock and the Company mutually agree in writing that the Company shall call a Subsequent Shareholder Meeting.

(m) “Company Redemption Date” has the meaning set forth in Section 7(a)(ii).

(n) “Company Redemption Notice” has the meaning set forth in Section 7(a)(ii).

(o) “Company Redemption Price” has the meaning set forth in Section 7(a)(i).

(p) “Conversion Agent” means the Transfer Agent acting in its capacity as conversion agent for the Series D Preferred Stock, and its successors and assigns.

(q) “Conversion Date” has the meaning set forth in Section 10(c).

(r) “Conversion Limitation” has the meaning set forth in Section 9(b).

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(s) “Conversion Notice” means the Company Conversion Notice or the Holder Conversion Notice, as applicable.

(t) “Conversion Price” means for each share of Series D Preferred Stock, $[—]¹; provided that the foregoing shall be subject to adjustment as set forth herein.

(u) “Conversion Time” has the meaning set forth in Section 10(d).

(v) “Current Market Price” means, on any date of determination, the average of the daily Closing Price per share of the Common Stock or other securities on each of the twenty (20) consecutive Trading Days preceding (and including) the earlier of the day immediately before the issuance, dividend or distribution in question and the day immediately before the Ex-Date with respect to the issuance or distribution, giving rise to an adjustment to the Conversion Price pursuant to Section 11.

(w) “Effective Date” means the date on which shares of the Series D Preferred Stock are first issued.

(x) “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

(y) “Exchange Property” has the meaning set forth in Section 12(a).

(z) “Ex-Date” when used with respect to any issuance, dividend or distribution giving rise to an adjustment to the Conversion Price pursuant to Section 11, means the first date on which the Common Stock or other securities trade without the right to receive the issuance, dividend or distribution.

(aa) “Fair Market Value” means, for any Fundamental Change, (i) with respect to cash consideration, the total amount of such cash consideration in United States dollars, (ii) with respect to non-cash consideration consisting of publicly-traded securities, (x) the value of such consideration as provided in the definitive agreement with respect to such Fundamental Change or (y) if such definitive agreement does not provide such a value or no definitive agreement is executed in connection with such Fundamental Change, the average Closing Price of such securities on the last twenty (20) completed Trading Days immediately prior to the Fundamental Change Purchase Date with respect to such Fundamental Change and (iii) with respect to non-cash consideration not consisting of publicly-traded securities, such amount as is determined to be the fair market value of such non-cash consideration as determined in good faith by the Board of Directors (provided, however, that if requested in writing by the holders of a majority of the shares of Series D Preferred Stock, such fair market value will be determined by an investment bank selected by the Company and that is reasonably acceptable to such holders and the Company shall pay the fees and expenses of such investment bank in making such determination).

(bb) “Fundamental Change” shall be deemed to have occurred at such time as any of the following events shall occur:

¹  To be the Applicable Parent Share Price.

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(i) the Company becomes aware that any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) is or has become the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that for purposes of this clause (i) such person shall be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company;

(ii) at any time during any period of up to 24 consecutive months, commencing on the Issue Date, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election by such Board of Directors or whose nomination for election by the shareholders of the Company was approved by a vote of a majority of the directors of the Company then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office;

(iii) the Company is liquidated or dissolved or adopts a plan of liquidation or dissolution; or

(iv) the merger or consolidation of the Company with or into another Person or the merger of another Person with or into the Company, or the sale of all or substantially all the assets of the Company (determined on a consolidated basis) to another Person, other than a transaction following which (A) in the case of a merger or consolidation transaction, holders of securities that represented 100% of the Voting Stock of the Company immediately prior to such transaction (or other securities into which such securities are converted as part of such merger or consolidation transaction) own directly or indirectly at least a majority of the voting power of the Voting Stock of the surviving Person in such merger or consolidation transaction immediately after such transaction and (B) in the case of a sale of assets transaction, each transferee becomes a Subsidiary of the transferor of such assets.

(cc) “Fundamental Change Effective Date” means, with respect to any Fundamental Change, the date on which the Fundamental Change is consummated.

(dd) “Fundamental Change Notice” has the meaning set forth in Section 8(a)(ii).

(ee) “Fundamental Change Offer” has the meaning set forth in Section 8(a)(i).

(ff) “Fundamental Change Purchase Date” means, with respect to any Fundamental Change, the date specified in the Fundamental Change Notice with respect to such Fundamental Change.

(gg) “Fundamental Change Share Price” means, with respect to any Fundamental Change, the Fair Market Value of the consideration (if any) that each share of Common Stock would be entitled to receive (including, without limitation, any retained Common Stock or other Capital Stock of the Company) in such Fundamental Change.

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(hh) “Holder” means the Person in whose name the shares of the Series D Preferred Stock are registered, which may be treated by the Company, Transfer Agent and Conversion Agent as the absolute owner of the shares of Series D Preferred Stock for the purpose of making payment and settling the related conversions and for all other purposes.

(ii) “Holder Conversion Notice” means a written notice that is executed and delivered to the Secretary of the Company by the Holders of a majority of the outstanding shares of Series D Preferred Stock at any time after the Initial Shareholders’ Meeting if Shareholder Approval is not obtained at the Initial Shareholders’ Meeting and that expressly states in such written notice that it is intended to result in the mandatory conversion of the Series D Preferred Stock pursuant to Section 9 and be the written notice contemplated by this definition. Notwithstanding anything contained herein to the contrary, the Holders may not deliver a Holder Conversion Notice between the time of the Initial Shareholders’ Meeting and prior to the date that is 180 days following the Effective Date if (i) Shareholder Approval is not obtained at the Initial Shareholders’ Meeting and (ii) the Holders of a majority of the outstanding shares of Series D Preferred Stock and the Company mutually agree in writing that the Company shall call a Subsequent Shareholder Meeting.

(jj) “Initial Shareholders’ Meeting” means the first meeting of shareholders of the Company held and completed after the Effective Date at which the Shareholder Approval is considered and voted upon.

(kk) “Junior Securities” has the meaning set forth in Section 2.

(ll) “Liquidation Preference” means, on any date of determination, the sum of (i) $1,000.00 and (ii) all Preferred Dividends (or portions thereof) (if any) not paid in cash on the relevant Preferred Dividend Dates prior to such date of determination.

(mm) “Mandatory Conversion Date” means the Business Day immediately following (i) if Shareholder Approval occurs at the Initial Shareholders’ Meeting, the date on which the Initial Shareholders’ Meeting shall have been held (provided that if the Initial Shareholders’ Meeting is held on a date after a Record Date and prior to the Preferred Dividend Payment Date corresponding thereto, the Mandatory Conversion Date shall be such corresponding Preferred Dividend Payment Date) or (ii) if Shareholder Approval is not obtained at the Initial Shareholders’ Meeting, the earliest of (x) the date on which the Shareholder Approval is obtained (provided that if the Subsequent Shareholders’ Meeting at which such Shareholder Approval is obtained is held on a date after a Record Date and prior to the Preferred Dividend Payment Date corresponding thereto, the Mandatory Conversion Date for purposes of this clause (x) shall be such corresponding Preferred Dividend Payment Date), (y) the date on which a Holder Conversion Notice is validly delivered to the Company and (z) the date on which a Company Conversion Notice is validly delivered to the Holders (provided that if such date is a date after a Record Date and prior to the Preferred Dividend Payment Date corresponding thereto, the Mandatory Conversion Date for purposes of this clause (z) shall be such corresponding Preferred Dividend Payment Date).

(nn) “Mandatory Conversion Time” means 8:00 a.m. Eastern Time on the Mandatory Conversion Date.

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(oo) “Notice of Mandatory Conversion” has the meaning set forth in Section 10(a).

(pp) “Notice of Optional Conversion” has the meaning set forth in Section 10(b).

(qq) “Officer” means the Chief Executive Officer, any Executive Vice President, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of the Company.

(rr) “Optional Conversion Date” has the meaning set forth in Section 10(b).

(ss) “Person” means a legal person, including, without limitation, any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

(tt) “Preferred Dividend” has the meaning set forth in Section 4(c).

(uu) “Preferred Dividend Payment Date” means January 1, April 1, July 1 and October 1 of each year; provided that if any such Preferred Dividend Payment Date would otherwise occur on a day that is not a Business Day, such Preferred Dividend Payment Date shall instead be (and any dividend payable on Series D Preferred Stock on such Preferred Dividend Payment Date shall instead be payable on) the immediately succeeding Business Day.

(vv) “Preferred Dividend Period” means the period commencing on and including a Preferred Dividend Payment Date and ending on and including the day immediately preceding the next Preferred Dividend Payment Date; provided that the initial Preferred Dividend Period shall commence on and include the Preferred Dividend Trigger Date and shall end on and include the day immediately preceding the first Preferred Dividend Payment Date.

(ww) “Preferred Dividend Rate” means the following, as applicable:

(i) from and after the Effective Date to but not including [insert date of first Preferred Dividend Payment Date after the Effective Date], 20[—], 2.5%,

(ii) from and after [insert date of first Preferred Dividend Payment Date after the Effective Date], 20[—] to but not including [insert date of second Preferred Dividend Payment Date after the Effective Date], 20[—], 2.75%,

(iii) from and after [insert date of second Preferred Dividend Payment Date after the Effective Date], 20[—] to but not including [insert date of third Preferred Dividend Payment Date after the Effective Date], 20[—], 3.0%,

(iv) from and after [insert date of third Preferred Dividend Payment Date after the Effective Date], 20[—] to but not including [insert date of fourth Preferred Dividend Payment Date after the Effective Date], 20[—], 3.25%,

(v) from and after [insert date of fourth Preferred Dividend Payment Date after the Effective Date], 20[—] to but not including [insert date of fifth Preferred Dividend Payment Date after the Effective Date], 20[—], 3.5%,

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(vi) from and after [insert date of fifth Preferred Dividend Payment Date after the Effective Date], 20[—] to but not including [insert date of sixth Preferred Dividend Payment Date after the Effective Date], 20[—], 3.75%, and

(vii) from and after [insert date of sixth Preferred Dividend Payment Date after the Effective Date], 20[—], 4.0%.

(xx) “Preferred Dividend Trigger Date” means the date that is the earliest of (i) 180 days following the Effective Date if the Initial Shareholders’ Meeting has occurred no later than the four month anniversary of the Effective Date, (ii) the four month anniversary of the Effective Date if the Initial Shareholders’ Meeting has not occurred on or prior to such four month anniversary, (iii) the date of a valid delivery of a Holder Conversion Notice and (iv) the date of a valid delivery of a Company Conversion Notice.

(yy) “Purchase and Merger Agreement” means the Purchase Agreement and Agreement and Plan of Merger, dated as of May 29, 2014, by and among the Company, Arizona Merger Sub 2 Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent, Arizona Merger Sub 3 Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent, Sunbeam GP Holdings, LLC, a Delaware limited liability company, solely for purposes of Article V and Section 2.8 therein and solely in its capacity as the sole holder of membership interests in the General Partner (as defined therein), Sunbeam GP LLC, a Delaware limited liability company and the general partner of the Partnership, Sunbeam Holdings, L.P., a Delaware limited partnership, Sunbeam Primary Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of the Partnership, and HFCP VI Securityholders’ Rep LLC, a Delaware limited liability company, solely in its capacity as agent and attorney-in-fact for Seller and the Unitholders (as defined therein), as it may be amended from time to time.

(zz) “Qualifying Future Parity Stock” means any Preferred Stock that (i) ranks on a parity with the Series D Preferred Stock and the Series E Preferred Stock with respect to dividend rights, rights on liquidation, winding-up and dissolution and redemption and repurchase rights and (ii) is issued and sold by the Company for cash proceeds and substantially simultaneously with the consummation of such issuance and sale the Company (A) exercises its right pursuant to Section 7(b) of the Series E Articles of Amendment by delivery of a Company Redemption Notice (as defined in the Series E Articles of Amendment) to redeem the Series E Preferred Stock using such proceeds (net of the Company’s out-of-pocket costs and expenses directly related to such issuance and sale) (the “Qualifying Preferred Issuance Proceeds”) and (B) if the Qualifying Preferred Issuance Proceeds exceed the Company Redemption Price (as defined in the Series E Articles of Amendment) for all of the then outstanding shares of Series E Preferred Stock, exercises its right pursuant to Section 7(a) hereof by delivery of a Company Redemption Notice to redeem the Series D Preferred Stock using such excess Qualifying Preferred Issuance Proceeds.

(aaa) “Record Date” has the meaning set forth in Section 4(d).

(bbb) “Redemption” has the meaning set forth in Section 7(b)(iv).

(ccc) “Reorganization Event” has the meaning set forth in Section 12(a).

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(ddd) “Repurchase Price” has the meaning set forth in Section 8(a)(i).

(eee) “Securities Act” means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated thereunder.

(fff) “Series D Preferred Stock” has the meaning set forth in Section 1.

(ggg) “Series E Articles of Amendment” means the Articles of Amendment of the Company to the Second Amended and Restated Charter of the Company, dated as of [—], 2014, that set forth preferences, limitations and relative rights of the Series E Preferred Stock, as it may be amended from time to time.

(hhh) “Series E Preferred Stock” means the shares of the Company’s Series E Contingent Convertible Preferred Stock, no par value per share, designated by the Series E Articles of Amendment.

(iii) “Shareholder Approval” means all shareholder approvals necessary to approve the conversion of all of the issued and outstanding shares of Series D Preferred Stock and Series E Preferred Stock into shares of Common Stock and the issuance of any shares of Common Stock which may be issued pursuant to the terms of these Articles of Amendment and the Series E Articles of Amendment for purposes of Rule 5635 of the NASDAQ Marketplace Rules.

(jjj) “Subsequent Shareholders’ Meeting” means any meeting of the shareholders of the Company that is held and completed after the Initial Shareholders’ Meeting at which the Shareholder Approval is considered and voted upon.

(kkk) “Subsidiary” of any Person (for purposes of this definition, the “Controlling Company”) means any other Person (i) of which a majority of the outstanding voting securities or other voting equity interests, or a majority of any other interests having the power to direct or cause the direction of the management and policies of such other Person, are owned, directly or indirectly, by the Controlling Company, (ii) with respect to which the Controlling Company or its Subsidiaries is a general partner or managing member, and/or (iii) that is a related entity the financial position and the results of operations of which are included in the consolidated financial statements of the Controlling Company.

(lll) “Survivor of a Fundamental Change” means the surviving entity upon the consummation of a Fundamental Change.

(mmm) “Trading Day” means a day on which the shares of Common Stock:

(i) are not suspended from trading on any national or regional securities exchange or association or over-the-counter market at the close of business; and

(ii) have traded at least once on the national or regional securities exchange or association or over-the-counter market that is the primary market for the trading of the Common Stock.

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(nnn) “Transfer Agent” means the Person acting as transfer agent, registrar and paying agent for the Series D Preferred Stock as set forth in Section 16, and its successors and assigns.

(ooo) “Voting Stock” of a Person means all classes of Capital Stock of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

Section 4. Dividends.

(a) From and after the Effective Date, the Holders shall be entitled to receive (i) when, as and if declared by the Board of Directors, out of funds legally available therefor, non-cumulative cash dividends in the amount determined as set forth in Section 4(b) and (ii) cumulative dividends in the amount determined as set forth in Section 4(c).

(b) If the Board of Directors declares and pays a cash dividend in respect of any shares of Common Stock, then the Board of Directors shall declare and pay to the Holders a cash dividend in an amount per share of Series D Preferred Stock equal to the product of (i) the per share dividend declared and paid in respect of each share of Common Stock and (ii) the number of shares of Common Stock into which such share of Series D Preferred Stock is then convertible pursuant to Section 9(a) (assuming for purposes of this determination that the Shareholder Approval has been obtained, whether or not the Shareholder Approval has in fact been obtained, and without giving effect to Section 9(b)). Dividends payable pursuant to this Section 4(b) shall be payable on the same date that dividends are payable to holders of shares of Common Stock, and no dividends shall be payable to holders of shares of Common Stock or any other Junior Securities unless the full dividends contemplated by this Section 4(b) are paid at the same time in respect of the Series D Preferred Stock.

(c) Commencing on the Preferred Dividend Trigger Date and ending on the Mandatory Conversion Date, in addition to participation in cash dividends on Common Stock as set forth in Section 4(b), holders of the Series D Preferred Stock shall be entitled to receive, on each share of Series D Preferred Stock and with respect to each Preferred Dividend Period, an amount (such amount, the “Preferred Dividend”) equal to (i) the Preferred Dividend Rate, multiplied by (ii) the Liquidation Preference as determined on the Preferred Dividend Payment Date with respect to such Preferred Dividend (without taking into account any failure to pay such Preferred Dividend in full on such Preferred Dividend Payment Date). The Company may elect to pay the Preferred Dividend in cash, or if and to the extent that the Company does not pay the entire Preferred Dividend for a particular Preferred Dividend Period in cash on the applicable Preferred Dividend Payment Date for such period, the amount of such Preferred Dividend not paid in cash shall be added to the Liquidation Preference in accordance with the definition thereof. Preferred Dividends shall begin to accrue and be cumulative from the Preferred Dividend Trigger Date, whether or not the Company has funds legally available for such dividends or such dividends are declared, and shall be payable in arrears on the first Preferred Dividend Payment Date after such Preferred Dividend Period. Dividends that are payable on the Series D Preferred Stock on any Preferred Dividend Payment Date shall be payable to the Holders on the Record Date for such Preferred Dividend.

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(d) Each dividend will be payable to Holders of record as they appear in the records of the Corporation at the close of business on the applicable record date (each, a “Record Date”), which (i) with respect to dividends payable pursuant to Section 4(b), shall be the same day as the record date for the payment of the corresponding dividends to the holders of shares of Common Stock and (ii) with respect to dividends payable pursuant to Section 4(c), shall be on the fifteenth day of the month immediately prior to the month in which the relevant Preferred Dividend Payment Date occurs or, if such date is not a Business Day, the next Business Day after such date.

(e) If any quarterly dividends payable pursuant to Section 4(c) on all outstanding shares of the Series D Preferred Stock for any Preferred Dividend Period have not been declared and paid in cash in full, or declared and funds set aside in cash in full therefor, the Company shall not declare or pay dividends with respect to, or redeem, purchase or acquire any of, its capital stock, other than (i) redemptions, purchases or other acquisitions of Junior Securities in connection with any benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors or consultants that has been approved by the Board of Directors or in connection with a dividend reinvestment or shareholder stock purchase plan, (ii) any declaration of a dividend in connection with any shareholders’ rights plan, or the issuance of rights, stock or other property under any shareholders’ rights plan, including with respect to any successor shareholders’ rights plan, or the redemption or repurchase of rights pursuant thereto, (iii) conversions into or exchanges for other Junior Securities and cash solely in lieu of fractional shares of the Junior Securities and (iv) dividends, redemptions and repurchases of the Series E Preferred Stock pursuant to the terms of the Series E Articles of Amendment.

(f) Payments of cash for dividends will be delivered to the Holders at their addresses listed in the stock record books maintained by the Transfer Agent.

(g) If the Conversion Date with respect to any share of Series D Preferred Stock is prior to the Record Date for any Preferred Dividend Period or the Record Date for the payment date of any cash dividend on the Common Stock, as applicable, the Holder of such share of Series D Preferred Stock will not have the right to receive any corresponding dividends on such share of Series D Preferred Stock. If the Conversion Date with respect to any share of Series D Preferred Stock is on or after the Record Date for any such dividend and prior to the payment date for that dividend, the Holder of such share of Series D Preferred Stock shall receive that dividend on the relevant payment date if the Holder was the Holder of record on the Record Date for that dividend.

Section 5. Liquidation.

(a) In the event the Company voluntarily or involuntarily liquidates, dissolves or winds up, the Holders at the time shall be entitled to receive liquidating distributions, out of assets legally available for distribution to the Company’s shareholders, before any distribution of assets is made to the holders of the Common Stock or any other Junior Securities, in the amount per share of Series D Preferred Stock equal to the greater of (i) the Liquidation Preference, plus an amount equal to all accrued but unpaid dividends thereon, whether or not declared, to and including the date of such liquidation, dissolution or winding up that have not previously been added to the Liquidation Preference and (ii) the amount the Holder of such share of Series D

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Preferred Stock would have received upon such liquidation, dissolution or winding up of the Company if the Mandatory Conversion Time had occurred immediately prior thereto and such share of Series D Preferred Stock had converted into shares of Common Stock pursuant to Section 9(a) (assuming for purposes of this determination that the Shareholder Approval has been obtained, whether or not the Shareholder Approval has in fact been obtained, and without giving effect to Section 9(b)). After payment of the full amount of such liquidating distributions, the Holders shall not be entitled to participate in any further distributions of the remaining assets of the Company.

(b) In the event the assets of the Company available for distribution to shareholders upon any liquidation, dissolution or winding-up of the affairs of the Company, whether voluntary or involuntary, shall be insufficient to pay in full the amounts payable with respect to all outstanding shares of the Series D Preferred Stock and the corresponding amounts payable on any shares of Series E Preferred Stock and Qualifying Future Parity Stock, the Holders and the holders of such shares of Series E Preferred Stock and Qualifying Future Parity Stock shall share ratably in any distribution of assets of the Company in proportion to the full respective liquidating distributions to which they would otherwise be respectively entitled.

(c) For the purposes of this Section 4, a Fundamental Change (in and of itself) shall be deemed not to be a liquidation, dissolution or winding-up of the Company subject to this Section 4 (it being understood that an actual liquidation, dissolution or winding up of the Company in connection with a Fundamental Change will be subject to this Section 4).

Section 6. Maturity. The Series D Preferred Stock shall be perpetual unless converted, redeemed or repurchased in accordance with these Articles of Amendment.

Section 7. Redemption. Each share of Series D Preferred Stock is redeemable as provided in this Section 7.

(a) Redemption at the Option of the Company.

(i) At any time after the Effective Date, if and only if none of the shares of Series E Preferred Stock are outstanding, the Company, at its option and election, may redeem (out of funds legally available therefor) all or any portion of the outstanding shares of Series D Preferred Stock, by delivery of a Company Redemption Notice, at a purchase price, payable in cash, per share of Series D Preferred Stock equal to the greater of the following (as applicable, the “Company Redemption Price”): (A) determined as of (but excluding) the Company Redemption Date, the sum of the Liquidation Preference, plus all accrued and unpaid dividends, whether or not declared, that have not previously been added to the Liquidation Preference and (B) the product of (x) the number of shares of Common Stock into which such share of Series D Preferred Stock is then convertible pursuant to Section 9(a) (assuming for purposes of this determination that the Shareholder Approval has been obtained, whether or not the Shareholder Approval has in fact been obtained, and without giving effect to Section 9(b)), multiplied by (y) the greater of (I) the average Closing Price of the Common Stock on the last twenty (20) completed Trading Days immediately prior to the delivery of the Company Redemption Notice and (II) if a Fundamental Change has been announced or the execution of an agreement providing for a Fundamental Change has been executed prior to the Company Redemption Date, the Fundamental Change Share Price (if any).

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(ii) If the Company elects to redeem all or any portion of the Series D Preferred Stock pursuant to Section 7(a)(i), the “Company Redemption Date” shall be the date on which the Company elects to consummate such redemption; provided, however, that, if the Company has entered into a definitive agreement with respect to any Fundamental Change pursuant to a transaction contemplated by clause (iv) of the definition of “Fundamental Change” prior to the Company electing to redeem all or any portion of the Series D Preferred Stock pursuant to Section 7(a)(i), then the Company Redemption Date shall be no later than the date on which such Fundamental Change is consummated. The Company shall deliver a written notice of such redemption (a “Company Redemption Notice”) not less than ten (10), nor more than fifteen (15), Business Days prior to the Company Redemption Date, addressed to the Holders as of the date of such notice. The Company Redemption Notice must state the following: (A) the aggregate number of shares of Series D Preferred Stock to be redeemed and the number of shares of Series D Preferred Stock to be redeemed from each Holder; (B) the Company Redemption Date; (C) the Company Redemption Price; (D) the name of the redemption agent to whom, and the address of the place to where, the Series D Preferred Stock are to be surrendered for payment of the Company Redemption Price; and (E) that dividends, if any, on the shares to be redeemed will cease to accrue on such Company Redemption Date, provided that the Company Redemption Price shall have been paid in full on the Company Redemption Date.

(b) Mechanics of Redemption.

(i) Prior to 2:00 p.m. (New York City time) on or prior to the Business Day immediately prior to the Company Redemption Date, the Company shall deposit with a redemption agent an amount of money (in immediately available funds) sufficient to pay the Company Redemption Price on the Company Redemption Date. The redemption agent shall return to the Company, as soon as practicable, any money not required for that purpose.

(ii) The redemption agent on behalf of the Company shall pay the Company Redemption Price on the Company Redemption Date, upon surrender of the certificates (or, if applicable, the affidavit described in the proviso below) representing the shares of Series D Preferred Stock to be redeemed (properly endorsed or assigned for transfer); provided that if such certificates are lost, stolen or destroyed, the Company may require such holder to deliver a customary affidavit in which it would agree to indemnify the Company (it being understood that there shall be no requirement to post any bond in respect of such indemnity), prior to paying such Company Redemption Price. Notwithstanding the foregoing, the Company shall remain liable for the payment of the Company Redemption Price to the extent such amounts are not paid as provided herein. Each Holder will be entitled to receive the Company Redemption Price hereunder by wire transfer of immediately available funds.

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(iii) In case fewer than all the shares represented by any such certificate are to be redeemed, a new certificate shall be issued representing the shares not redeemed, without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificate for shares of Series D Preferred Stock are issued in a name other than the name of the selling holder. The Company shall pay any documentary, stamp or similar issue or transfer tax due upon the issuance of a new certificate for any shares of Series D Preferred Stock not redeemed other than any such tax due because a certificate for shares of Series D Preferred Stock is issued in a name other than the name of the selling holder.

(iv) Shares of Series D Preferred Stock to be redeemed on the Company Redemption Date will, from and after such date no longer be deemed to be outstanding and all powers, designations, preferences and other rights of the holder thereof as a holder of Series D Preferred Stock (except the right to receive from the Company the Company Redemption Price) shall cease and terminate with respect to such shares; provided that in the event that a share of Series D Preferred Stock is not redeemed due to a default in payment by the Company or because the Company is otherwise unable to pay the Company Redemption Price in cash in full, such share of Series D Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights (including but not limited to the accrual and payment of dividends) as provided herein.

(v) Notwithstanding anything in this Section 7 to the contrary, each Holder of shares of Series D Preferred Stock after the Mandatory Conversion Time shall retain the right to convert any of such shares of Series D Preferred Stock to be redeemed in accordance with Section 9(b) at any time on or prior to the Company Redemption Date; provided, however, that any shares of Series D Preferred Stock for which any such Holder delivers a Notice of Optional Conversion to the Company pursuant to Section 10(b) prior to the Company Redemption Date shall not be redeemed pursuant to this Section 7.

(vi) Any redemption of the Series D Preferred Stock pursuant to this Section 7 (such redemption, the “Redemption”) shall be payable out of any cash legally available therefor. The Company shall not be permitted to effect a Redemption if the Company has insufficient funds to redeem the shares of Series D Preferred Stock to be so redeemed upon the Redemption.

Section 8. Fundamental Change.

(a) Repurchase at the Option of the Holders.

(i) In connection with any Fundamental Change, each Holder shall have the right, at such Holder’s option, to require the Company to, or to cause the Survivor of a Fundamental Change (such Survivor of a Fundamental Change, the “Acquirer”) to, purchase each share of Series D Preferred Stock then-outstanding (the “Fundamental Change Offer”) at a purchase price per share in cash equal to the greater of the following (the “Repurchase Price”): (A) determined as of (but excluding) the Fundamental

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Change Effective Date, the sum of the Liquidation Preference, plus all accrued and unpaid dividends, whether or not declared, that have not previously been added to the Liquidation Preference and (B) the product of (x) the number of shares of Common Stock into which such share of Series D Preferred Stock is then convertible pursuant to Section 9(a) (assuming for purposes of this determination that the Shareholder Approval has been obtained, whether or not the Shareholder Approval has in fact been obtained, and without giving effect to Section 9(b)), multiplied by (y) the greater of (I) the average Closing Price of the Common Stock on the last twenty (20) completed Trading Days immediately prior to the Fundamental Change Effective Date and (II) the Fundamental Change Share Price (if any).

(ii) Within 30 days following any Fundamental Change, the Company shall mail a written notice of Fundamental Change (the “Fundamental Change Notice”) by first-class mail addressed to the Holders as of the date of announcement of such transaction or execution of such agreement providing for such Fundamental Change. Each Fundamental Change Notice must state that: (A) the Fundamental Change Purchase Date (which shall be no earlier than 30 days not later than 60 days from the date notice is mailed); (B) the Fundamental Change Offer may be accepted by delivery, no later than the date that is five (5) Business Days immediately prior to the Fundamental Change Purchase Date, of a written revocable notice specifying the number of shares to be repurchased, and the date by which such notice must be given pursuant to this Section 8(a); (C) the Repurchase Price, specifying the individual components thereof; (D) the name of the paying agent to whom, and the address of the place to where, the Series D Preferred Stock are to be surrendered for payment of the Repurchase Price; (E) any shares of Series D Preferred Stock not tendered for payment shall continue to be outstanding and holders thereof shall remain entitled to, among other things, the payment of dividends thereon and exercise their conversion rights (whether on the date of consummation of the Fundamental Change or otherwise); and (F) the circumstances and material facts regarding such Fundamental Change, including the anticipated effective date of the Fundamental Change.

(iii) Notwithstanding this Section 8, the Fundamental Change Offer shall be subject to, and be made in compliance with, Regulation 14E under the Exchange Act and any other federal and state securities laws, as applicable, including any applicable time periods.

(b) Mechanics of Repurchase.

(i) Prior to 2:00 p.m. (New York City time) on or prior to the Business Day immediately prior to the Fundamental Change Purchase Date, the Company shall deposit with a paying agent an amount of money (in immediately available funds) sufficient to pay the aggregate Repurchase Price on the Fundamental Change Purchase Date. Notwithstanding the deposit of such funds, the Company shall remain liable for the payment of the Repurchase Price to the extent such Repurchase Price is not paid as provided herein.

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(ii) The paying agent on behalf of the Company shall pay the Repurchase Price on the Fundamental Change Purchase Date upon surrender of the certificates (or, if applicable, the affidavit described in the proviso below) representing the shares of Series D Preferred Stock to be repurchased (properly endorsed or assigned for transfer); provided that if such certificates are lost, stolen or destroyed, the Company may require such holder to deliver a customary affidavit in which it would agree to indemnify the Company (it being understood that there shall be no requirement to post any bond in respect of such indemnity), prior to paying such Repurchase Price. Notwithstanding the foregoing, the Company shall remain liable for the payment of the Repurchase Price to the extent such amounts are not paid as provided herein. Each Holder will be entitled to receive payment of the Repurchase Price hereunder by wire transfer of immediately available funds.

(iii) In case fewer than all the shares represented by any such certificate are to be repurchased, a new certificate shall be issued representing the shares not purchased, without cost to the holder thereof, except for any documentary, stamp or similar issue or transfer tax due because any certificate for shares of Series D Preferred Stock are issued in a name other than the name of the selling holder. The Company shall pay any documentary, stamp or similar issue or transfer tax due upon the issuance of a new certificate for any shares of Series D Preferred Stock not repurchased other than any such tax due because a certificate for shares of Series D Preferred Stock is issued in a name other than the name of the selling holder.

(iv) Subject to clause (vi) below, from and after the Fundamental Change Purchase Date, shares of the Series D Preferred Stock to be repurchased on such Fundamental Change Purchase Date will no longer be deemed to be outstanding and all powers, designations, preferences and other rights of the holder thereof as a holder of Series D Preferred Stock (except the right to receive from the Company the Repurchase Price) shall cease and terminate with respect to such shares; provided that in the event that a share of Series D Preferred Stock is not repurchased due to a default in payment by the Company or because the Company is otherwise unable to pay the Repurchase Price in full, such share of Series D Preferred Stock will remain outstanding and will be entitled to all of the powers, designations, preferences and other rights (including but not limited to the payment of dividends and the conversion rights) as provided herein.

(v) Notwithstanding anything in this Section 8 to the contrary, each Holder shall retain the right to withdraw an election to have such shares repurchased or any tender of such shares in the Fundamental Change Offer on or prior to the Fundamental Change Purchase Date; provided, however, that, where a holder of Series D Preferred Stock exercises such rights, the shares of Series D Preferred Stock of such holder shall not be repurchased pursuant to this Section 8.

(vi) The Company shall not be required to make a Fundamental Change Offer if an Affiliate in control of the Company makes the Fundamental Change Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Section 8 and purchases all shares of Series D Preferred Stock validly tendered and not withdrawn under such Fundamental Change Offer; provided, that if an Affiliate in control of the Company makes such repurchase, the shares of Series D Preferred Stock so purchased shall remain outstanding in the hands of such Affiliate.

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(vii) The Company will not enter into any agreement providing for or otherwise authorize, and the Company shall not have the corporate power to effect, a Fundamental Change unless the Acquirer agrees to cause the Company to make the repurchases contemplated in this Section 8 and agrees, for the benefit of the holders of record of the Series D Preferred Stock (including making them beneficiaries of such agreement), that to the extent the Company is not legally able to repurchase the Series D Preferred Stock, the Acquirer will purchase the Series D Preferred Stock on the terms set forth in this Section 8.

(viii) Any repurchase of the Series D Preferred Stock pursuant to this Section 8 shall be payable out of any cash legally available therefor, and if there is not a sufficient amount of cash available, then out of the remaining assets of the Company legally available therefor (valued at the fair market value thereof on the date of payment). The Company shall take all actions required or permitted under Tennessee law to permit the repurchase of the Series D Preferred Stock, including, without limitation, through the revaluation of its assets in accordance with Tennessee law, to make funds legally available for such repurchase. To the extent that the Company has insufficient funds to repurchase all of the shares of Series D Preferred Stock pursuant to this Section 8, the Company shall use available funds to repurchase a portion of such Series D Preferred Stock from each Holder on the basis of the relative amount of Series D Preferred Stock then held by each such Holder.

Section 9. Mandatory Conversion. Each share of Series D Preferred Stock shall be convertible into shares of Common Stock in the manner contemplated by this Section 9.

(a) Subject to Section 9(b), effective at the Mandatory Conversion Time, each share of the Series D Preferred Stock shall automatically convert into (i) a number of shares of Common Stock equal to the quotient of (A) $1,000, divided by (B) the Conversion Price (subject to the conversion procedures of Section 10), plus (ii) determined as of (but excluding) the Mandatory Conversion Date, cash in respect of all accrued and unpaid dividends on the Series D Preferred Stock, plus (iii) cash in lieu of any fractional share as determined in accordance with Section 14 hereof.

(b) Notwithstanding Section 9(a), the Series D Preferred Stock held by a Holder shall not be convertible into Common Stock and the Company shall not cause the Series D Preferred Stock held by a Holder to be converted into Common Stock or otherwise issue shares of Common Stock to such Holder pursuant to this Section 9, and no Holder will be permitted to convert shares of Series D Preferred Stock into shares of Common Stock pursuant to this Section 9 if, in each case, and to the extent that, immediately following such conversion, such Holder, together with such Holder’s Affiliates that would be aggregated for purposes of determining a group exists under Section 13(d) of the Exchange Act, would Beneficially Own more than 9.99% of the then outstanding shares of Common Stock (the “Conversion Limitation”). If and to the extent this Section 9(b) shall apply to the Series D Preferred Stock of a Holder at the Mandatory Conversion Time, subject in all respects to the Conversion Limitation, such Holder thereafter

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shall be entitled to convert, at any time and from time to time, at the option and election of such Holder or as shall otherwise be required by the Shareholders’ Agreement (as defined in the Purchase and Merger Agreement), any or all shares of outstanding Series D Preferred Stock held by such Holder into (i) a number of shares of Common Stock equal to the quotient of (A) $1,000, divided by (B) the Conversion Price (subject to the conversion procedures of Section 10), plus (ii) determined as of (but excluding) the Mandatory Conversion Date, cash in respect of all accrued and unpaid dividends on the Series D Preferred Stock, plus (iii) cash in lieu of any fractional share as determined in accordance with Section 14 hereof. Upon the written request of any Holder, the Company shall promptly (and, in any event, no later than the next Business Day) confirm in writing to such Holder the number of shares of Common Stock then outstanding. Notwithstanding anything to the contrary set forth herein, this Section 9(b) shall cease to apply in any respect effective at the Mandatory Conversion Time if Shareholder Approval has occurred prior to the Mandatory Conversion Time.

Section 10. Conversion Procedures.

(a) In the event of mandatory conversion pursuant to Section 9(a), the Company shall provide notice of such conversion to each Holder (such notice a “Notice of Mandatory Conversion”). In addition to any information required by applicable law or regulation, the Notice of Mandatory Conversion shall state, as appropriate:

(i) the Mandatory Conversion Date and the Mandatory Conversion Time;

(ii) the number of shares of Common Stock issued upon the mandatory conversion of each share of Series D Preferred Stock;

(iii) the amount of the accrued and unpaid dividends on the Series D Preferred Stock determined as of (but excluding) the Mandatory Conversion Date;

(iv) the amount of any fractional share of Common Stock that were not issued upon conversion of each share of Series D Preferred Stock and the amount of cash that will be paid in lieu thereof as determined in accordance with Section 13 hereof; and

(v) the place or places where certificates for shares of Series D Preferred Stock are to be surrendered for issuance of certificates representing such issued shares of Common Stock.

(b) If the Conversion Limitation set forth in Section 9(b) applies to any Holder and a portion of such Holder’s shares of Series D Preferred Stock do not mandatorily convert pursuant to Section 9(a), then in order for such Holder subsequently to convert shares of Series D Preferred Stock pursuant to Section 9(b) (subject in all cases to the Conversion Limitation), such Holder must surrender the certificates representing such shares of Series D Preferred Stock at the office of the Conversion Agent, together with written notice (the “Notice of Optional Conversion”) that such Holder elects to convert all or such number of shares represented by such certificates as specified therein and at the exact time identified therein (such time, the “Optional Conversion Time”). With respect to a conversion pursuant to Section 9(b), the date of receipt of such certificates, together with such notice, by the Conversion Agent will be the date of conversion (the “Optional Conversion Date”).

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(c) Effective immediately prior to the close of business on the Mandatory Conversion Date or the Optional Conversion Date, as applicable (the “Conversion Date”), dividends shall no longer be declared or accrued on the converted shares of Series D Preferred Stock and such converted shares of Series D Preferred Stock shall cease to be outstanding, in each case, subject to the right of the Holders to receive any unpaid dividends on such shares to the extent provided in Section 4(g) and any other payments to which the Holders are otherwise entitled pursuant to Section 9, Section 12 or Section 14 hereof, as applicable.

(d) Prior to the Mandatory Conversion Time or the Optional Conversion Time, as applicable (the “Conversion Time”), shares of Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any shares of Series D Preferred Stock shall not be deemed outstanding for any purpose, and the Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Series D Preferred Stock.

(e) Shares of Series D Preferred Stock duly converted in accordance with these Articles of Amendment, or otherwise reacquired by the Company, will resume the status of authorized and unissued preferred stock, undesignated as to series and, subject to any consent or vote required pursuant to Section 13(b) hereof or Section 13(b) of the Series E Articles of Amendment, available for future issuance. The Company may from time to time take such appropriate action as may be necessary to reduce the authorized number of shares of Series D Preferred Stock; provided, however, that the Company shall not take any such action if such action would reduce the authorized number of shares of Series D Preferred Stock below the number of shares of Series D Preferred Stock then outstanding.

(f) The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Series D Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities and the owners of such cash or other property as of the Conversion Time. In the event that the Holders shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Series D Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the Holders and in the manner shown on the records of the Company.

(g) On the Conversion Date, certificates representing shares of Common Stock shall be issued and delivered to the Holders and such Holders’ designee upon presentation and surrender of the certificate evidencing the Series D Preferred Stock to the Company and, if required, the furnishing of appropriate endorsements and transfer documents and the payment of all transfer and similar taxes.

(h) In case fewer than all the shares of Series D Preferred Stock represented by a certificate are to be converted, a new certificate shall be issued representing the shares of Series D Preferred Stock not converted, without cost to the holder thereof, except for any documentary,

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stamp or similar issue or transfer tax due because any certificate for shares Series D Preferred Stock are issued in a name other than the name of the selling holder. The Company shall pay any documentary, stamp or similar issue or transfer tax due upon the issuance of a new certificate for any shares of Series D Preferred Stock not converted other than any such tax due because a certificate for shares Series D Preferred Stock is issued in a name other than the name of the selling holder.

(i) If the conversion of Series D Preferred Stock pursuant to Section 9(b) is in connection with any sale, transfer or other disposition of the Common Stock issuable upon conversion of the Series D Preferred Stock, the conversion may, at the option of any Holder tendering any share of Series D Preferred Stock for conversion, be conditioned upon the closing of the sale, transfer or the disposition of shares of Common Stock issuable upon conversion of Series D Preferred Stock with the underwriter, transferee or other acquirer in such sale, transfer or disposition, in which event such conversion of such shares of Series D Preferred Stock shall not be deemed to have occurred until immediately prior to the closing of such sale, transfer or other disposition.

Section 11. Anti-Dilution Adjustments.

(a) The Conversion Price shall be subject to the following adjustments:

(i) Stock Dividends and Distributions. If the Company pays dividends or other distributions on the Common Stock in shares of Common Stock, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such dividend or distribution by the following fraction:

    OS₀    

OS₁

Where,

OS₀ = the number of shares of Common Stock outstanding immediately prior to Ex-Date for such dividend or distribution.

OS₁ = the sum of the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such dividend or distribution plus the total number of shares of Common Stock constituting such dividend or distribution.

The adjustment pursuant to this clause (i) shall become effective at 9:00 a.m., New York City time on the Ex-Date for such dividend or distribution. For the purposes of this clause (i), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. If any dividend or distribution described in this clause (i) is declared but not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to such Conversion Price that would be in effect if such dividend or distribution had not been declared.

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(ii) Subdivisions, Splits and Combination of the Common Stock. If the Company subdivides, splits or combines the shares of Common Stock, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the effective date of such share subdivision, split or combination by the following fraction:

    OS₀    

OS₁

Where,

OS₀ = the number of shares of Common Stock outstanding immediately prior to the effective date of such share subdivision, split or combination.

OS₁ = the number of shares of Common Stock outstanding immediately after the opening of business on the effective date of such share subdivision, split or combination.

The adjustment pursuant to this clause (ii) shall become effective at 9:00 a.m., New York City time on the effective date of such subdivision, split or combination. For the purposes of this clause (ii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. If any subdivision, split or combination described in this clause (ii) is announced but the outstanding shares of Common Stock are not subdivided, split or combined, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to subdivide, split or combine the outstanding shares of Common Stock, to such Conversion Price that would be in effect if such subdivision, split or combination had not been announced.

(iii) Issuance of Stock Purchase Rights. If the Company issues to all holders of the shares of Common Stock rights or warrants (other than rights or warrants issued pursuant to a dividend reinvestment plan or share purchase plan or other similar plans) entitling them, for a period of up to 45 days from the date of issuance of such rights or warrants, to subscribe for or purchase shares of Common Stock at less than the Current Market Price on the date fixed for the determination of shareholders entitled to receive such rights or warrants, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such issuance by the following fraction:

    OS₀ + Y    

OS₀ + X

Where,

OS₀ = the number of shares of Common Stock outstanding immediately prior to the Ex-Date for such distribution.

X = the total number of shares of Common Stock issuable pursuant to such rights or warrants.

Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights or warrants divided by the Current Market Price.

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Any adjustment pursuant to this clause (iii) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such issuance. For the purposes of this clause (iii), the number of shares of Common Stock at the time outstanding shall not include shares held in treasury by the Company. The Company shall not issue any such rights or warrants in respect of shares of the Common Stock held in treasury by the Company. In the event that such rights or warrants described in this clause (iii) are not so issued, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Conversion Price that would then be in effect if such issuance had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Price shall be readjusted to such Conversion Price that would then be in effect had the adjustment made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate offering price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be reasonably determined by the Board of Directors).

(iv) Debt or Asset Distributions. If the Company distributes to all holders of shares of Common Stock evidences of indebtedness, shares of capital stock, securities, cash or other assets (excluding (A) any dividend or distribution referred to in clause (i) above, (B) any rights or warrants referred to in clause (iii) above, (C) any dividend or distribution paid exclusively in cash, (D) any consideration payable in connection with a tender or exchange offer made by the Company or any of its Subsidiaries referred to in clause (vi) below, and (E) any dividend of shares of capital stock of any class or series, or similar equity interests, of or relating to a Subsidiary or other business unit in the case of certain spin-off transactions as described below in this clause (iv)), then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time on the Trading Day immediately prior to the Ex-Date for such distribution by the following fraction:

    SP₀ - FMV    

SP₀

Where,

SP₀ = the Current Market Price per share of Common Stock on such date.

FMV = the fair market value of the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of Directors.

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In a “spin-off”, where the Company makes a distribution to all holders of shares of Common Stock consisting of capital stock of any class or series, or similar equity interests of, or relating to, a Subsidiary or other business unit, the Conversion Price will be adjusted on the 15th Trading Day after the effective date of the distribution by multiplying such Conversion Price in effect immediately prior to such 15th Trading Day by the following fraction:

        MP₀         

MP₀ + MP_s

Where,

MP₀ = the average of the Closing Prices of the Common Stock over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution.

MP_s = the average of the Closing Prices of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock over the first 10 Trading Days commencing on and including the fifth Trading Day following the effective date of such distribution, or, if not traded on a national or regional securities exchange or over-the-counter market, the fair market value of the capital stock or equity interests representing the portion of the distribution applicable to one share of Common Stock on such date as reasonably determined by the Board of Directors.

Any adjustment pursuant to this clause (iv) shall become effective immediately prior to 9:00 a.m., New York City time, on the Ex-Date for such distribution. In the event that such distribution described in this clause (iv) is not so paid or made, the Conversion Price shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay or make such dividend or distribution, to the Conversion Price that would then be in effect if such dividend or distribution had not been declared.

(v) Self Tender Offers and Exchange Offers. If the Company or any of its Subsidiaries successfully completes a tender or exchange offer for the Common Stock where the cash and the value of any other consideration included in the payment per share of the Common Stock exceeds the Closing Price per share of the Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer, then the Conversion Price will be adjusted by multiplying the Conversion Price in effect at 5:00 p.m., New York City time on the expiration date of the offer by the following fraction:

    OS₀ x SP₀    

AC + (SP₀ x OS¹)

Where,

SP₀ = the Closing Price per share of Common Stock on the Trading Day immediately succeeding the expiration of the tender or exchange offer.

OS₀ = the number of shares of Common Stock outstanding immediately prior to the expiration of the tender or exchange offer, including any shares validly tendered and not withdrawn.

OS¹ = the number of shares of Common Stock outstanding immediately after the expiration of the tender or exchange offer.

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AC = the aggregate cash and fair market value of the other consideration payable in the tender or exchange offer, as reasonably determined by the Board of Directors with respect to such other consideration.

Any adjustment made pursuant to this clause (vi) shall become effective immediately prior to 9:00 a.m., New York City time, on the Trading Day immediately following the expiration of the tender or exchange offer. In the event that the Company or one of its Subsidiaries is obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company or such Subsidiary is permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Price shall be readjusted to be such Conversion Price that would then be in effect if such tender offer or exchange offer had not been made.

(vi) Rights Plans. To the extent that the Company has a rights plan in effect with respect to the Common Stock on the Mandatory Conversion Date, upon conversion of the shares of the Series D Preferred Stock, the Holders will receive, in addition to the shares of Common Stock, the rights under the rights plan, unless, prior to the Mandatory Conversion Date, the rights have separated from the shares of Common Stock, in which case the Conversion Price will be adjusted at the time of separation as if the Company had made a distribution to all holders of the Common Stock as described in clause (iv) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(b) The Company may make such decreases in the Conversion Price, in addition to any other decreases required by this Section 11, if the Board of Directors deems it advisable to avoid or diminish any income tax to holders of the Common Stock resulting from any dividend or distribution of shares of Common Stock (or issuance of rights or warrants to acquire shares of Common Stock) or from any event treated as such for income tax purposes or for any other reason.

(c) (i) All adjustments to the Conversion Price shall be calculated to the nearest 1/10th of a cent. No adjustment in the Conversion Price shall be required if such adjustment would be less than $0.01; provided that any adjustments which by reason of this subparagraph are not required to be made shall be carried forward and taken into account in any subsequent adjustment; provided further that effective at the Mandatory Conversion Time in the case of conversion pursuant to Section 9(a) or the close of business on the Optional Conversion Date in the case of conversion pursuant to Section 9(b), adjustments to the Conversion Price will be made with respect to any such adjustment carried forward and which has not been taken into account before such date.

(ii) If the Holders of a majority of the outstanding shares of Series D Preferred at the time that an adjustment to the Conversion Price otherwise would be made pursuant to this Section 11 request in writing to the Company, the Company shall take all action necessary to allow the Holders to participate in such transaction that would otherwise give rise to such adjustment, without having to convert the Series D Preferred Stock, as if they held at the time of such transaction the full number of shares of Common Stock into which a share of the Series D Preferred Stock may then be converted (assuming for

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purposes of this determination that the Shareholder Approval has been obtained, whether or not the Shareholder Approval has in fact been obtained) and, subject to the Company’s compliance in full with the foregoing, no adjustment to the Conversion Price shall be made as a result of such transaction.

(d) Whenever the Conversion Price is to be adjusted in accordance with Section 11(a) or Section 11(b), the Company shall: (i) compute the Conversion Price in accordance with Section 11(a) or Section 11(b), taking into account the $0.01 threshold set forth in Section 11(c) hereof; (ii) as soon as practicable following the occurrence of an event that requires an adjustment to the Conversion Price pursuant to Section 11(a) or Section 11(b), taking into account the $0.01 threshold set forth in Section 11(c) hereof (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide, or cause to be provided, a written notice to the Holders of the occurrence of such event; and (iii) as soon as practicable following the determination of the revised Conversion Price in accordance with Section 11(a) or Section 11(b) hereof, provide, or cause to be provided, a written notice to the Holders setting forth in reasonable detail the method by which the adjustment to the Conversion Price was determined and setting forth the revised Conversion Price.

Section 12. Reorganization Events.

(a) In the event of:

(i) any consolidation, merger or other similar business combination of the Company with or into another Person, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or another Person;

(ii) any sale, transfer, lease or conveyance to another Person of all or substantially all of the property and assets of the Company, in each case pursuant to which the Common Stock will be converted into cash, securities or other property of the Company or another Person;

(iii) any reclassification of the shares of Common Stock into securities other than Common Stock; or

(iv) any statutory exchange of the outstanding shares of Common Stock for securities of another Person;

(any such event specified in this Section 12(a), a “Reorganization Event”), each share of Series D Preferred Stock outstanding immediately prior to such Reorganization Event shall remain outstanding but shall thereafter be convertible, at the option of the Holders, into the kind of securities, cash and other property receivable in such Reorganization Event by a holder (other than the counterparty to the Reorganization Event or an Affiliate of such other party) of the number of shares of Common Stock into which each share of Series D Preferred Stock would then be convertible (assuming for purposes of this determination that the Shareholder Approval has been obtained, whether or not the Shareholder Approval has in fact been obtained) (such securities, cash and other property, the “Exchange Property”).

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(b) In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the majority of the holders of the shares of Common Stock that affirmatively make an election. The amount of Exchange Property receivable upon conversion of any Series D Preferred Stock in accordance with Section 10 shall be determined based upon the Conversion Price in effect on the Mandatory Conversion Date.

(c) The above provisions of this Section 12 shall similarly apply to successive Reorganization Events and the provisions of Section 11 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event.

(d) The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 12.

(e) The Company shall not enter into any transaction constituting a Reorganization Event unless the agreements entered into by the Company and its Subsidiaries in connection with such Reorganization Event provide for, or do not interfere with or prevent (as applicable), conversion of the Series D Preferred Stock into Exchange Property in a manner that is consistent with and gives effect to this Section 12. For the avoidance of doubt, nothing in this Section 12 shall be construed as preventing the holders of Series D Preferred Stock from seeking any appraisal rights to which they are otherwise entitled under the Tennessee Business Corporation Act in connection with any Reorganization Event triggering an adjustment hereunder, nor shall this Section 12 be deemed conclusive evidence of the fair value of the shares of Series D Preferred Stock in any such appraisal proceeding.

Section 13. Voting Rights.

(a) The Holders will not have any voting rights, including the right to elect any directors, except (i) voting rights, if any, required by law, and (ii) voting rights, if any, described in this Section 13.

(b) So long as any shares of Series D Preferred Stock are outstanding, the vote or consent of the Holders of at least a majority of the shares of Series D Preferred Stock at the time outstanding, voting as a single class given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for the Company or any of its Subsidiaries to effect any of the following actions (whether directly or indirectly and whether by amendment, merger, consolidation or otherwise), whether or not such vote or consent is required by Tennessee law:

(i) any amendment, alteration or repeal of any provision of the Charter (including these Articles of Amendment) or the Company’s bylaws that would alter or change the voting powers, preferences or special rights of the Series D Preferred Stock so as to affect them adversely;

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(ii) any issuance of additional shares of Series D Preferred Stock;

(iii) any amendment or alteration of the Charter (including these Articles of Amendment) to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock (other than Qualifying Future Parity Stock) that rank on parity with, or prior to, the Series D Preferred Stock in the payment of dividends, in the distribution of assets on any liquidation, dissolution or winding up of the Company or with respect to redemption rights; or

(iv) the consummation of a binding share exchange or reclassification involving the Series D Preferred Stock or a merger or consolidation of the Company with another entity, except that the Holders will have no right to vote or consent under this provision or under Tennessee law if in each case (A) (x) the Company is the surviving or resulting entity without any new ultimate parent and the Series D Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and (y) such Series D Preferred Stock remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not less favorable to the Holders thereof than the rights, preferences, privileges and voting powers of the Series D Preferred Stock, taken as a whole or (B) the Company shall have exercised its right of redemption set forth in Section 7 and paid the Company Redemption Price in full to each of the Holders in respect of their shares of Series D Preferred Stock.

(c) Notwithstanding the foregoing, the Holders shall not have any voting rights if, at or prior to the effective time of the act with respect to which such vote would otherwise be required, all outstanding shares of Series D Preferred Stock shall have been converted into shares of Common Stock.

Section 14. Fractional Shares.

(a) No fractional shares of Common Stock will be issued as a result of the conversion of shares of Series D Preferred Stock.

(b) In lieu of any fractional share of Common Stock otherwise issuable in respect of the conversion pursuant to Section 9 hereof, the Company shall pay an amount in cash (computed to the nearest cent) equal to the same fraction of the Closing Price of the Common Stock determined as of the second Trading Day immediately preceding the effective date of conversion.

(c) If more than one share of the Series D Preferred Stock is surrendered for conversion at one time by or for the same Holder, the number of full shares of Common Stock issuable upon conversion thereof shall be computed on the basis of the aggregate number of shares of the Series D Preferred Stock so surrendered.

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Section 15. Reservation of Common Stock.

(a) The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock, solely for issuance upon the conversion of shares of Series D Preferred Stock as provided in these Articles of Amendment, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Series D Preferred Stock then outstanding. For purposes of this Section 15(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Series D Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b) All shares of Common Stock delivered upon conversion of the Series D Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(c) Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Series D Preferred Stock, the Company shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(d) The Company hereby covenants and agrees that, if at any time the Common Stock shall be listed on The NASDAQ Global Market or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all the Common Stock issuable upon conversion of the Series D Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system permit the Company to defer the listing of such Common Stock until the conversion of Series D Preferred Stock into Common Stock in accordance with the provisions hereof, the Company covenants to list such Common Stock issuable upon conversion of the Series D Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

Section 16. Transfer Agent and Conversion Agent. The duly appointed Transfer Agent and Conversion Agent for the Series D Preferred Stock initially shall be Computershare Trust Company N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 17. Repurchase of Junior Securities. For so long as any shares of Series D Preferred Stock shall be outstanding, the Company shall not redeem, purchase or acquire any of its Junior Securities, other than (i) redemptions, purchases or other similar acquisitions of Junior Securities in connection with any benefit plan or other similar arrangement with or for the benefit of any one or more employees, officers, directors of consultants that has been approved

28

by the Board of Directors or in connection with a dividend reinvestment or shareholder purchase plan and (ii) conversions into or exchanges for other Junior Securities and cash solely in lieu of fractional shares of the Junior Securities.

Section 18. Replacement Certificates.

(a) If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

(b) If physical certificates are issued, the Company shall not be required to issue any certificates representing the Series D Preferred Stock on or after the Mandatory Conversion Date. In place of the delivery of a replacement certificate following the Mandatory Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock pursuant to the terms of the Series D Preferred Stock formerly evidenced by the certificate.

Section 19. Miscellaneous.

(a) All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first-class mail shall be specifically permitted for such notice under the terms of these Articles of Amendment) with postage prepaid, addressed: (i) if to the Company, to its office at [—], Attention: [—] or to the Transfer Agent at 250 Royall Street, Canton, MA 02021, Attention: [—] or other agent of the Company designated as permitted by these Articles of Amendment, or (ii) if to any Holder or holder of shares of Common Stock, as the case may be, to such Holder or holder at the address listed in the stock record books of the Company (which may include the records of any transfer agent for the Series D Preferred Stock or the Common Stock, as the case may be), or (iii) to such other address as the Company or any such Holder or holder, as the case may be, shall have designated by notice similarly given.

(b) The Company shall pay any and all stock transfer and documentary stamp taxes that may be payable in respect of any issuance or delivery of shares of Series D Preferred Stock, shares of Common Stock or other securities issued on account of Series D Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series D Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series D Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

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FIFTH: The date of these Articles of Amendment’s adoption is [—], 2014.

SIXTH: These Articles of Amendment to the Charter were duly adopted by the Board of Directors of the Company.

SEVENTH: No shareholder action was required to adopt these Articles of Amendment.

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EXECUTED this [—] day of [—], 2014.

AMSURG CORP.
By:
	Name:
	Title:

[Signature Page to Series D Articles of Amendment]

EX-99.2

Exhibit 99.2

CITIGROUP GLOBAL MARKETS INC. 390 Greenwich Street New York, New York 10013 SUNTRUST BANK SUNTRUST ROBINSON HUMPHREY, INC. 3333 Peachtree Road Atlanta, Georgia 30326

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED BANK OF AMERICA, N.A. One Bryant Park New York, NY 10036 JEFFERIES FINANCE LLC 520 Madison Avenue New York, New York 10022 WELLS FARGO BANK,
NATIONAL ASSOCIATION WF INVESTMENT HOLDINGS, LLC WELLS FARGO SECURITIES, LLC 550 South Tyron Street, 7^th Floor Charlotte, North Carolina 28202

June 14, 2014

AmSurg Corp.

20 Burton Hills Boulevard

Nashville, Tennessee 37215

Attention: Claire Gulmi, Chief Financial Officer

Project Sage

Amended and Restated Commitment Letter

Ladies and Gentlemen:

This amended and restated commitment letter (together with Exhibits A, B, C, D and E and Annexes C-I and C-II hereto, this “Commitment Letter”) amends, restates and supersedes that certain commitment letter dated as of May 29, 2014 (the “Original Commitment Letter”) from Citi (as defined below, “Citi”) to AmSurg Corp. (the “Borrower” or “you”). You have informed Citi, SunTrust Robinson Humphrey, Inc. (“STRH”), SunTrust Bank (“SunTrust”), Bank of America, N.A. (“Bank of America”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates, “Merrill Lynch”), Jefferies Finance LLC (“Jefferies Finance”), Wells Fargo Bank, National Association (“Wells Fargo Bank”), Wells Fargo Securities, LLC (“WFS”) and WF Investment Holdings, LLC (“WFIH” and, together with Citi, STRH, SunTrust, Bank of America, Merrill Lynch, Jefferies Finance, Wells Fargo Bank and WFS, the “Commitment Parties”, the “Agents”, “we” or “us”) that you intend to consummate the Transaction (such term and each other capitalized term used but not defined herein having the meaning assigned to such term in the Transaction Description attached hereto as Exhibit A (the “Transaction Description”), in the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Senior Secured Credit Facilities Term Sheet”) or in the Summary of Principal Terms and Conditions attached hereto as Exhibit C (the “Senior Bridge Facility Term Sheet” and, together with the Senior Secured Credit Facilities Term Sheet and the Summary of Additional Conditions attached as Exhibit D hereto, the “Term Sheets”)).

For purposes of this Commitment Letter, “Citi” shall mean Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc. and/or any of their affiliates as Citi shall determine to be appropriate to provide the services contemplated herein.

This Commitment Letter supersedes the Original Commitment Letter in full and, upon execution and delivery of this Commitment Letter, the Original Commitment Letter will no longer have any force or effect.

1. Commitments.

In connection with the foregoing, (i) Citi is pleased to advise you of its several (but not joint) commitment to provide 55% of the aggregate principal (and, as applicable, commitment) amount of the Senior Secured Credit Facilities and 55% of the aggregate principal amount of the Senior Bridge Facility, (ii) SunTrust is pleased to advise you of its several (but not joint) commitment to provide 15% of the aggregate principal (and, as applicable, commitment) amount of the Senior Secured Credit Facilities and 15% of the aggregate principal amount of the Senior Bridge Facility, (iii) Bank of America is pleased to advise you of its several (but not joint) commitment to provide 10% of the aggregate principal (and, as applicable, commitment) amount of the Senior Secured Credit Facilities and 10% of the aggregate principal amount of the Senior Bridge Facility, (iv) Jefferies Finance is pleased to advise you of its several (but not joint) commitment to provide 10% of the aggregate principal (and, as applicable, commitment) amount of the Senior Secured Credit Facilities and 10% of the aggregate principal amount of the Senior Bridge Facility, (v) Wells Fargo Bank is pleased to advise you of its several (but not joint) commitment to provide 10% of the aggregate principal (and, as applicable, commitment) amount of the Senior Secured Credit Facilities and (vi) WFIH is pleased to advise you of its several (but not joint) commitment to provide 10% of the aggregate principal amount of the Senior Bridge Facility (each of Citi, SunTrust, Bank of America, Jefferies Finance, Wells Fargo Bank and WFIH, in such capacity an “Initial Lender” and collectively, the “Initial Lenders”), in each case, upon the terms and subject only to the conditions set forth or referred to in Section 5 of this Commitment Letter and in Exhibit D.

2. Titles and Roles.

You hereby appoint (i) each of Citi, STRH, Merrill Lynch, Jefferies Finance and WFS to act, and each of Citi, STRH, Merrill Lynch, Jefferies Finance and WFS hereby agrees to act, as joint bookrunners and joint lead arrangers for the Senior Secured Credit Facilities, (ii) each of Citi, STRH, Merrill Lynch, Jefferies Finance and WFS to act, and each of Citi, STRH, Merrill Lynch, Jefferies Finance and WFS hereby agrees to act, as joint bookrunners and joint lead arrangers for the Senior Bridge Facility (in such capacity, the “Lead Arrangers”) in connection with the proposed arrangement and subsequent syndication of the Facilities, (iii) Citi to act, and Citi agrees to act, as administrative agent and collateral agent for the Senior Secured Credit Facilities and (iv) Citi to act, and Citi hereby agrees to act, as sole administrative agent for the Senior Bridge Facility, in each case upon the terms and subject to the conditions set forth or referred to in this Commitment Letter. Citi will perform the duties and exercise the authority customarily performed and exercised by it in the foregoing roles. It is agreed that Citi shall have “left” placement in any and all marketing materials or other documentation used in connection

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with the Facilities and shall hold the leading role and responsibilities conventionally associated with such “left” placement and the other Lead Arrangers shall have right placement in such materials and documentation in the order provided in paragraph 1 above. You further agree that no other titles will be awarded and no compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid in connection with the Facilities unless you and the Commitment Parties shall so agree.

3. Syndication.

We reserve the right, prior to and/or after the execution of definitive documentation for the Facilities (the “Credit Documentation”), to syndicate all or a portion of our commitments with respect to the Facilities to a group of banks, financial institutions and other lenders (together with the Initial Lenders, the “Lenders”) identified by us in consultation with you and subject to your consent (such consent not to be unreasonably withheld, delayed or conditioned pursuant to a syndication to be managed by the Lead Arrangers; provided that we will not syndicate the Facilities to those persons identified by you in writing to us prior to the date hereof (such persons, collectively, the “Disqualified Institutions”). Subject to the foregoing rights, the Lead Arrangers will manage all aspects of the syndication of the Facilities in consultation with you, including, without limitation, timing, potential syndicate members to be approached, titles and allocations and division of fees.

We intend to commence our syndication efforts with respect to the Facilities promptly upon your execution and delivery to us of this Commitment Letter, and, until the earlier to occur of (i) a Successful Syndication (as defined in the Fee Letter) and (ii) 60 days after the Closing Date, you agree actively to assist us in completing a syndication that is reasonably satisfactory to us. Such assistance shall include (i) your using commercially reasonable efforts to ensure that any syndication and marketing efforts benefit from your and, to the extent practical and appropriate, the Target’s existing lending and investment banking relationships, (ii) direct contact between appropriate members of senior management, certain representatives and certain non-legal advisors of you (and your using commercially reasonable efforts to cause direct contact between appropriate members of senior management, certain representatives and certain non-legal advisors of the Target), on the one hand, and the proposed Lenders and rating agencies identified by the Lead Arrangers, on the other hand, at times and places mutually agreed, (iii) assistance by you and, your using commercially reasonable efforts to cause the assistance by the Target), in the prompt preparation of a customary Confidential Information Memorandum for each of the Facilities and other customary marketing materials and information reasonably deemed necessary by the Lead Arrangers to complete a successful syndication (collectively, the “Information Materials”) for delivery to potential syndicate members and participants, including, without limitation, estimates, forecasts, projections and other forward-looking financial information regarding the future performance of the Borrower, the Target and their respective subsidiaries (collectively, the “Projections”), (iv) the hosting, with the Lead Arrangers, of one or more meetings with prospective Lenders at reasonable times and locations to be mutually agreed, and (v) your using commercially reasonable efforts to obtain (or maintain, to the extent already in effect as of the date hereof), prior to the launch of the syndication of the Facilities and the marketing of the Senior Notes, public ratings (but no specific ratings) for the Senior Secured Credit Facilities and the Senior Notes from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) and a public corporate credit rating (but no

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specific rating) of the Borrower from S&P and a public corporate family rating (but no specific rating) of the Borrower from Moody’s. Notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter and without limiting your obligations to assist with syndication efforts as set forth herein, (i) none of the foregoing shall constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date and (ii) neither the commencement nor the completion of the syndication of the Facilities shall constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date.

You hereby acknowledge that (i) the Agents will make available Information (as defined below) and Projections, and the documentation relating to the Facilities referred to in the paragraph below, to the proposed syndicate of Lenders by transmitting such Information, Projections and documentation through Intralinks, SyndTrak Online, the internet, email or similar electronic transmission systems and (ii) certain of the Lenders may be “public side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Borrower, the Target and their respective subsidiaries or securities) (“Public Lenders”). You agree, at the request of the Lead Arrangers, to assist in the prompt preparation of a version of the Confidential Information Memorandum and other marketing materials and presentations to be used in connection with the syndication of the Facilities, consisting exclusively of information and documentation that is either (a) publicly available or (b) not material with respect to the Borrower, the Target or their respective subsidiaries or any of their respective securities for purposes of United States Federal securities laws (all such information and documentation being “Public Lender Information” and with any information and documentation that is not Public Lender Information being referred to herein as “Private Lender Information”).

It is understood that in connection with your assistance described above, customary authorization letters will be included in any such Confidential Information Memorandum that authorize the distribution thereof to prospective Lenders, represent that the additional version of the Confidential Information Memorandum does not include any Private Lender Information and exculpate us with respect to any liability related to the use of the contents of such Confidential Information Memorandum or any related offering and marketing materials by the recipients thereof and exculpate you and the Acquired Business with respect to any liability related to the misuse of the contents of such Confidential Information Memorandum or any related offering and marketing materials by the recipients thereof. You agree that such Confidential Information Memorandum or related offering and marketing materials to be disseminated by the Lead Arrangers to any prospective Lender in connection with the Facilities will be identified by you as either (A) containing Private Lender Information or (B) containing solely Public Lender Information.

You acknowledge that the following documents may be distributed to Public Lenders, unless you notify the Lead Arrangers in writing (including by email) within a reasonable period of time prior to the intended distribution that any such document contains Private Lender Information (provided that such materials have been provided to you for review a reasonable period of time prior thereto): (x) drafts and final versions of the Credit Documentation; (y) administrative materials prepared by the Lead Arrangers for prospective Lenders (such as a lender meeting invitation, allocation, if any, customary marketing term sheets and funding and closing memoranda); and (z) notification of changes in the terms and conditions of the Facilities.

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You hereby agree that, prior to the later of (x) the Closing Date and (y) the earlier of (A) Successful Syndication and (B) the 60^th day following the Closing Date, there shall be no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of you or the Borrower, and you will use commercially reasonable efforts, subject to the Acquisition Agreement, to ensure that there are no competing issues, offerings or placements of debt securities or commercial bank or other credit facilities by or on behalf of the Target or its subsidiaries, being offered, placed or arranged (other than the Facilities, the Senior Notes or any indebtedness of the Target and its subsidiaries permitted to be incurred or outstanding pursuant to the Acquisition Agreement), without the consent of the Lead Arrangers, if such issuance, offering, placement or arrangement would reasonably be expected to impair materially the primary syndication of the Facilities or the offering of the Senior Notes. The foregoing shall not constitute a condition to the commitments hereunder or the funding of the Facilities on the Closing Date.

4. Information.

You represent (prior to the Acquisition, with respect to Information relating to the Acquired Business, to your knowledge) that (a) all written information that has been or is hereafter furnished by you or on your behalf in connection with the transactions contemplated hereby (other than the Projections, other forward-looking information and information of a general economic or industry specific nature) (such information being referred to herein collectively as the “Information”), when taken as a whole, as of the time it was (or, in the case of Information furnished after the date hereof, hereafter is) furnished, does not (or will not) contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein taken as a whole not materially misleading, in light of the circumstances under which they were (or hereafter are) made, and (b) the Projections and other forward-looking information that have been or will be made available to the Agents by you or any of your representatives have been or will be prepared in good faith based upon assumptions that you believe to be reasonable at the time made and at the time such Projections or other forward-looking information are made available to the Agents, it being recognized by the Agents that such Projections and other forward-looking information are as to future events and are not to be viewed as facts, such Projections and other forward-looking information are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections or other forward-looking information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized. You agree that if at any time prior to the earlier of (x) 60 days after the Closing Date and (y) the Successful Syndication of the Facilities (or, to the extent a Successful Syndication is attained prior to the Closing Date, the Closing Date), you become aware that any of the representations in the preceding sentence would be incorrect (prior to the Acquisition, to your knowledge as to Information and Projections and any forward-looking information relating to the Acquired Business) in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly advise the Agents and supplement (or, prior to the Acquisition, use commercially reasonable efforts to supplement, in the case of Information relating to the Acquired Business) the Information and the Projections so that such representations will be (prior to the Acquisition, to your knowledge as to Information and Projections and any forward-looking information relating to the Acquired Business) correct in all material respects under those circumstances. The

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accuracy of the foregoing representations, in and of itself, shall not be a condition to our obligations hereunder or the funding of the Facilities on the Closing Date. You understand that, in arranging and syndicating the Facilities, we will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof and do not assume responsibility for the accuracy or completeness of the Information or the Projections.

5. Conditions Precedent.

Each Initial Lender’s commitment hereunder to fund the Facilities on the Closing Date, and the agreement of each Agent to perform the services described herein, are subject solely to the satisfaction or waiver by each of the Initial Lenders of the following conditions: (a) except as set forth in the Partnership Disclosure Schedule (as defined in the Acquisition Agreement) since December 31, 2013, there has not been any event, change, occurrence or effect that has had, individually or in the aggregate, a Target Material Adverse Effect (as defined below) and (b) the applicable conditions set forth in Exhibit D attached hereto (clauses (a) and (b), collectively, the “Funding Conditions”); it being understood that there are no conditions (implied or otherwise) to the commitments hereunder (including compliance with the terms of the Commitment Letter, the Fee Letter and the Credit Documentation) other than the Funding Conditions (and upon satisfaction or waiver of the Funding Conditions, the initial funding under the Facilities shall occur).

For purposes hereof, “Target Material Adverse Effect” shall mean (i) an effect, event, change, occurrence or circumstance that is or would reasonably be expected to be materially adverse to the business, tangible or intangible assets, results of operations or financial condition of the Target and its Subsidiaries (as defined in the Acquisition Agreement), taken as a whole, or (ii) a material adverse effect on the ability of the Target to consummate the transactions contemplated by the Acquisition Agreement prior to the Outside Date (as defined in the Acquisition Agreement); provided, however, that no effect, event, change, occurrence or circumstance arising or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been a Target Material Adverse Effect: (A) changes in general operating, business, regulatory or other conditions in the industry in which the Target and its Subsidiaries operate; (B) changes in general economic conditions, including changes in the credit, debt, financial or capital markets (including changes in interest or exchange rates), in each case, in the United States or anywhere else in the world; (C) earthquakes, floods, hurricanes, tornadoes, natural disasters, or other acts of nature; (D) changes in global, national or regional political conditions, including hostilities, acts of war, sabotage or terrorism or military actions or any escalation, worsening or diminution of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof; (E) the negotiation, execution, announcement, pendency or performance of the Acquisition Agreement or the consummation of the transactions contemplated thereby (including compliance with the covenants set forth in the Acquisition Agreement (other than Section 7.2(a) of the Acquisition Agreement) and any action taken or omitted to be taken by the Target or any of its Subsidiaries at the written request or with the prior written consent of any Parent Party (as defined in the Acquisition Agreement) and the Lead Arrangers), including the impact thereof on relationships, contractual or otherwise with, or actual or potential loss or impairment of, clients, customers, suppliers, distributors, partners, financing sources, employees and/or independent contractors and on revenue, profitability and/or cash flows (provided, that this clause (E) shall be

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disregarded for purposes of the representations and warranties set forth in Section 4.3(a) of the Acquisition Agreement); (F) any change in the cost or availability or other terms of any financing necessary for the Parent Parties to consummate the transactions contemplated by the Acquisition Agreement; (G) any change in Laws (as defined in the Acquisition Agreement) or GAAP (as defined in the Acquisition Agreement) or other applicable accounting rules, or the interpretation thereof; (H) the fact that the prospective owner of the Target and any of its Subsidiaries is the Company or any Affiliate (as defined in the Acquisition Agreement) of the Company; (I) any failure by the Target or any of its Subsidiaries or the Company or any of its Affiliates to meet projections, forecasts or estimates (provided, however, that any effect, event, change, occurrence or circumstance that caused or contributed to such failure to meet projections, forecasts or estimates shall not be excluded under this clause (I)); (J) any change in the credit rating of the Target or any of its Subsidiaries or the Company or any of its Affiliates (provided, however, that any effect, event, change, occurrence or circumstance that caused or contributed to such change in such credit rating shall not be excluded under this clause (J)); and (K) any breach by any Parent Party of the Acquisition Agreement, except in the case of clauses (A), (B), (C), (D) and (G) above, to the extent (but only to the extent) such effect, event, change, occurrence or circumstance has a disproportionate adverse impact on the Target and its Subsidiaries, taken as a whole, relative to the Target’s and its Subsidiaries’ competitors.

Notwithstanding anything set forth in this Commitment Letter, the Term Sheets, the Fee Letter or the Credit Documentation, or any other letter agreement or other undertaking concerning the financing of the Acquisition to the contrary, (i) the only representations and warranties the accuracy of which shall be a condition to availability of the Facilities on the Closing Date shall be (x) such of the representations made by or on behalf of the Acquired Business in the Acquisition Agreement as are material to the interests of the Lenders (in their capacities as such), but only to the extent that Borrower or Merger Sub (as defined below) has the right to terminate its obligations (or to refuse to consummate the Acquisition) under the Acquisition Agreement as a result of a breach of such representations (the “Acquisition Agreement Target Representations”) and (y) the Specified Representations (as defined below) made by the Borrower and Guarantors in the Credit Documentation and (ii) the terms of the Credit Documentation shall be in a form such that they do not impair the availability of the Facilities on the Closing Date if the conditions set forth in this Section 5 and in Exhibit D attached hereto are satisfied (it being understood that (x) to the extent any Collateral (as defined in and referred to in the Senior Secured Credit Facilities Term Sheet) (other than Collateral that may be perfected by (A) the filing of a UCC financing statement, (B) taking delivery and possession of stock certificates (other than with respect to any immaterial subsidiary or any subsidiary not organized or incorporated in the United States or any state thereof and with respect to the Acquired Business, to the extent such stock certificates of the Acquired Business are not received from the Target on or prior to the Closing Date or (C) the filing of a short form security agreement with the United States Patent and Trademark Office or the United States Copyright Office) cannot be delivered or a security interest therein cannot be provided or perfected on the Closing Date after your use of commercially reasonable efforts to do so and without undue burden and expense, then the provision and/or perfection of the security interest in such Collateral shall not constitute a condition precedent to the availability of the Senior Secured Credit Facilities on the Closing Date but, instead, may be accomplished within 60 days after the Closing Date (subject to extensions to be agreed upon by the Administrative Agent in its sole discretion) and (y) without limitation of clause (x), with respect to guarantees and security to be

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provided by the Target and any restricted subsidiary of the Target that is required to become a Guarantor, if such guarantees and security cannot be provided as a condition precedent solely because the directors or managers of the Target or such restricted subsidiaries have not authorized such guarantees and security and the election of new directors or managers to authorize such guarantees and security has not taken place prior to the funding of the Facilities (such guarantees and security, “Duly Authorized Guarantees and Security”), such election shall take place and such Duly Authorized Guarantees and Security shall be provided no later than 11:59 p.m., New York City time on the Closing Date). For purposes hereof, “Specified Representations” means the representations and warranties of the Borrower and Guarantors set forth (or referred to) in the Term Sheets relating to legal existence of the Borrower and the Guarantors (other than the Target and its Subsidiaries); corporate power and authority relating to the entering into and performance of the Credit Documentation; the due authorization, execution, delivery and validity, in each case, related to, the borrowing under, guaranteeing under, performance of, and granting of security interests in the Collateral pursuant to, the Credit Documentation; the enforceability of the Credit Documentation; the incurrence of the loans to be made under the Facilities and the provision of the Guarantees (as defined in Term Sheets), in each case under the Facilities, and the granting of the security interests in the Collateral to secure the Senior Secured Credit Facilities, not conflicting with or violating the Borrower’s or any Guarantor’s organizational document or the Indenture, dated as of November 15, 2012, for the Borrower’s 5.625% Senior Notes due 2020 (the “Existing Notes”); Federal Reserve margin regulations; the Investment Company Act of 1940, as amended; solvency of the Borrower and its subsidiaries on a consolidated basis as of the Closing Date (after giving effect to the Transaction) (solvency to be determined in a manner consistent with the manner in which solvency is determined in the solvency certificate to be delivered pursuant to paragraph 2 of Exhibit D); the incurrence of the loans to be made under the Facilities, USA PATRIOT Act, OFAC, FCPA and, subject to the parenthetical beginning “it being understood” appearing in the preceding sentence (and subject to permitted liens), the creation, validity and perfection of the security interests granted in the proposed Collateral of the Acquired Business. The provisions of this paragraph are referred to as the “Funds Certain Provisions”.

6. Fees.

As consideration for each Initial Lender’s commitment hereunder, and the agreement of each Agent to perform the services described herein, you agree to pay (or cause to be paid) to each Agent the fees to which such Agent is entitled set forth in this Commitment Letter and in the amended and restated fee letter dated the date hereof and delivered herewith with respect to the Facilities (the “Fee Letter”).

7. Expenses; Indemnification.

To induce the Agents to issue this Commitment Letter and to proceed with the Credit Documentation, you hereby agree that all reasonable and documented out-of-pocket fees and expenses (including, without limitation, the reasonable fees and expenses of (x) the primary counsel acting for the Lead Arrangers, which shall be Latham & Watkins LLP, and (y) one local counsel for each relevant jurisdiction as may be necessary or advisable in the reasonable judgment of the Lead Arrangers) of the Agents and their affiliates arising in connection with the Facilities and the preparation, negotiation, execution, delivery and enforcement of this

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Commitment Letter, the Fee Letter and the Credit Documentation (including in connection with our due diligence and syndication efforts) shall be for your account (and that you shall from time to time upon request from such Agent, reimburse it and its affiliates for all such reasonable and documented out-of-pocket fees and expenses paid or incurred by them), whether or not the Transaction is consummated or the Facilities are made available or the Credit Documentation is executed.

You further agree to indemnify and hold harmless each Agent and each other agent or co-agent (if any) designated by the Lead Arrangers with respect to the Facilities (each, a “Co-Agent”), the Initial Lenders, each Lender that is a Co-Agent or an affiliate thereof (each, a “Co-Agent Lender”) and all of their respective affiliates and each director, officer, employee, representative and agent thereof (each, an “Indemnified Person”) from and against any and all actions, suits, proceedings (including any investigations or inquiries), claims, losses, damages, liabilities or expenses of any kind or nature whatsoever that may be incurred by or asserted against or involve any Agent, any Co-Agent, any Initial Lender, any Co-Agent Lender or any other such Indemnified Person as a result of or arising out of or in any way related to or resulting from the Transaction, this Commitment Letter or the Fee Letter and, upon demand, to pay and reimburse each Agent, each Co-Agent, the Initial Lenders, each Co-Agent Lender and each other Indemnified Person for any reasonable legal expenses of one firm of counsel for all such Indemnified Persons, taken as a whole (and, in the case of an actual or perceived conflict of interest, where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of another firm of counsel for such affected Indemnified Person), and, if necessary, of a single local counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions) for all such Indemnified Persons, taken as a whole, or other reasonable and documented out-of-pocket expenses paid or incurred in connection with investigating, defending or preparing to defend any such action, suit, proceeding (including any inquiry or investigation) or claim (whether or not any Agent, any Co-Agent, the Initial Lenders, any Co-Agent Lender or any other such Indemnified Person is a party to any action or proceeding out of which any such expenses arise or such matter is initiated by a third party or by you or any of your affiliates); provided, however, that you shall not have to indemnify any Indemnified Person against any loss, claim, damage, expense or liability to the extent same resulted from (x) the gross negligence or willful misconduct of such Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable judgment), (y) a material breach in bad faith by the relevant Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable judgment) of the express contractual obligations of such Indemnified Person under this Commitment Letter pursuant to a claim made by you or (z) any disputes among the Indemnified Parties (other than disputes involving claims against any Lead Arranger or agent in their capacities as such) and not arising from any act or omission by the Borrower or any of its affiliates.

No Agent nor any other Indemnified Person shall be responsible or liable to you or any other person or entity for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems (including IntraLinks, Syndtrak Online or email) or (ii) any indirect, special, exemplary, incidental, punitive or consequential damages (including, without limitation, any loss of profits, business or anticipated savings) that may be alleged as a result of this Commitment Letter, the Fee Letter or the Transaction even if advised of the possibility thereof, in each case, other than as a result of such person’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision.

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You agree that, without each Agent’s prior written consent (such consent not to be unreasonably withheld or delayed), neither you nor any of your subsidiaries will settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could be sought under the indemnification provision of this Commitment Letter (whether or not any Agent or any other Indemnified Person is an actual or potential party to such claim, action or proceeding), unless such settlement, compromise or consent includes an unconditional release of each Indemnified Person from all liability arising out of such claim, action or proceeding and does not include a statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnified Person.

The indemnification and contribution provisions contained in this Commitment Letter are in addition to any liability that you may otherwise have to an Indemnified Person. Solely for purposes of enforcing the provisions of this Section 7, you hereby consent to personal jurisdiction, service of process and venue in any court in which any claim or proceeding that is subject to this Section 7 is brought against any Agent.

8. Sharing Information; Absence of Fiduciary Relationship; Affiliate Activities.

Each Commitment Party reserves the right to employ the services of its affiliates and branches in providing services contemplated by this Commitment Letter and to allocate, in whole or in part, to its affiliates certain fees payable to each Commitment Party in such manner as such Commitment Party and its affiliates may agree in their sole discretion. You acknowledge that (i) each Commitment Party may share with any of its affiliates and its and their respective directors, officers, employees, representatives, agents and advisors that are providing services contemplated by this Commitment Letter (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors) (collectively, “Related Persons”) and such affiliates and Related Persons may share with such Commitment Party, any information related to the Transaction, the Borrower, and the Target (and its and their respective subsidiaries and affiliates) or any of the matters contemplated hereby subject to the confidentiality provisions hereof and (ii) each Commitment Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you, the Target or your or its affiliates may have conflicting interests regarding the transactions described herein or otherwise. We will not, however, furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you to other persons (other than your affiliates). You also acknowledge that each Commitment Party has no obligation to use in connection with the Transaction, this Commitment Letter, the Fee Letter or to furnish to you, confidential information obtained by us from other companies.

In addition, please note that Citi has been retained by Borrower as financial advisor (in such capacity, the “Buy-Side Financial Advisor”) to the Borrower in connection with the Acquisition. You agree to such retention, and further agree not to assert any claim you might allege based on any actual or potential conflicts of interest that might be asserted to arise or result from, on the one hand, the engagement of the Buy-Side Financial Advisor, and on the other hand, Citi’s and its affiliates’ relationships with you as described and referred to herein.

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You further acknowledge and agree that (i) no fiduciary, advisory or agency relationship between you and us is intended to be or has been created in respect of the Transaction, this Commitment Letter or the Fee Letter, irrespective of whether we or our affiliates have advised or are advising you on other matters, (ii) we, on the one hand, and you, on the other hand, have an arms-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on our part in respect of the transactions contemplated by this Commitment Letter, (iii) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter and the Fee Letter, (iv) you have been advised that we and our affiliates are engaged in a broad range of transactions that may involve interests that differ from your interests and that we and our affiliates have no obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship, and (v) you waive, to the fullest extent permitted by law, any claims you may have against us or our affiliates for breach of fiduciary duty or alleged breach of fiduciary duty in respect of the financing transactions contemplated by this Commitment Letter and agree that we and our affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting such a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors. Additionally, you acknowledge and agree that neither we nor any of our affiliates has, except as expressly contemplated in the preceding paragraph, advised or is advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction in connection with the Transaction, this Commitment Letter and the Fee Letter. You shall consult with your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal of the transactions contemplated by this Commitment Letter, and neither we nor any of our affiliates shall have any responsibility or liability to you with respect thereto. Accordingly, it is specifically understood that you will base your decisions regarding whether and how to pursue the Transaction or any portion thereof based on the advice of your legal, tax and other business advisors and such other factors that you consider appropriate. We are serving as an independent contractor hereunder, and in connection with the Transaction, in respect of its services hereunder and in such connection and not as a fiduciary or trustee of any party. Borrower further acknowledges and agrees that any review by the Lead Arrangers of it, the Acquired Business, the Facilities, any offering of Securities, the terms of any Securities and other matters relating thereto in connection with the financing transactions contemplated by this Commitment Letter will be performed solely for the benefit of the Lead Arrangers and shall not be on behalf of Borrower or any other person.

You further acknowledge that each Commitment Party is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Commitment Party or its affiliates may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Acquired Business and your and their respective subsidiaries and other companies with which you, the Target or your or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Commitment Party or any of its

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affiliates or any of their respective customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

Each Agent or its affiliates may also co-invest with, make direct investments in, and invest or co-invest client monies in or with funds or other investment vehicles managed by other parties, and such funds or other investment vehicles may trade or make investments in securities of you, the Acquired Business or other companies that may be the subject of the arrangements contemplated by this Commitment Letter or engage in commodities trading with any thereof.

9. Confidentiality.

This Commitment Letter is delivered to you on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed, directly or indirectly, by you to any other person or entity except (a) to potential equity investors and your and their officers, directors, affiliates, employees, attorneys, accountants and advisors who are directly involved in the consideration of this matter and on a confidential and need-to-know basis, (b) as required by applicable law or compulsory legal process or in connection with any pending legal proceeding (in which case you agree, to the extent permitted by applicable law, to inform us promptly thereof) or regulatory review or (c) if the Agents consent in writing to such proposed disclosure (such consent not to be unreasonably withheld); provided that (i) you may disclose this Commitment Letter and the contents hereof (but you may not disclose the Fee Letter or the contents thereof) to the Acquired Business and potential equity investors in the Transactions and their respective affiliates and their respective officers, directors, employees, attorneys, accountants and advisors, controlling persons and equity holders, in each case who are directly involved in the consideration of this matter and on a confidential and need-to-know basis (provided that you also may disclose the Fee Letter (subject to usual and customary redactions reasonably satisfactory to the Agents) to such persons), (ii) you may disclose this Commitment Letter and the contents hereof (but you may not disclose the Fee Letter or the contents thereof) in any prospectus or other offering memorandum relating to the Senior Notes or in any filing with the SEC in connection with the Transaction, (iii) you may disclose the Term Sheets and the other exhibits and annexes to the Commitment Letter, and the contents thereof, to any rating agencies in connection with obtaining ratings for the Borrower and the Facilities and (iv) you may disclose the aggregate fee amounts contained in the Fee Letter as part of a generic disclosure of aggregate sources and uses related to fee amounts applicable to the Transaction to the extent customary or required in offering and marketing materials for the Facilities and/or the Senior Notes or in any public release or filing relating to the Transaction.

The Agents and their respective affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder solely for the purpose of providing the services that are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent the Agents from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Agents, to the extent permitted by law, agree to inform you promptly thereof), (b) upon the request or demand of any regulatory authority or self-

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regulatory body having jurisdiction or oversight over the Agents or any of their respective affiliates, their business or operations, (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Agents or any of their affiliates, (d) to the extent that such information is received by the Agents from a third party that is not to their knowledge subject to confidentiality obligations to you or the Acquired Business, (e) to the extent that such information is independently developed by the Agents, (f) to the Agents’ respective affiliates and their respective employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transaction and are informed of the confidential nature of such information and agree to maintain the confidentiality of same as provided herein, (g) to potential Lenders, participants or assignees or any potential counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower, the Acquired Business or any of their respective affiliates or any of their respective obligations (other than Disqualified Institutions), in each case who agree that they shall be bound by the terms of this paragraph (or language substantially similar to this paragraph), including in any confidential information memorandum or other marketing materials, in accordance with our standard syndication processes or customary market standards for dissemination of such type of information, (h) for purposes of establishing a “due diligence” defense or (i) to enforce their respective rights hereunder or under the Fee Letter. The Agents’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Credit Documentation upon the execution and delivery of the Credit Documentation and initial funding thereunder or shall expire on the date occurring 18 months after the date hereof, whichever occurs earlier.

10. Assignments; Etc.

This Commitment Letter and the Fee Letter (and your rights and obligations hereunder and thereunder) shall not be assignable by you without the prior written consent of each Agent (and any attempted assignment without such consent shall be null and void), are intended to be solely for the benefit of the parties hereto and thereto (and Indemnified Persons), are not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and thereto (and Indemnified Persons) and may not be relied upon by any person or entity other than you. Each Agent may assign its commitment hereunder to one or more prospective Lenders; provided that (a) no Initial Lender shall be relieved or novated from its obligations hereunder (including its obligation to fund the Facilities on the Closing Date) in connection with any syndication, assignment or participation of the Facilities (including its commitments in respect thereof) until after the initial funding of the Facilities on the Closing Date, (b) no assignment or novation shall become effective with respect to all or any portion of any Initial Lender’s commitment in respect of the Facilities until the initial funding of the Facilities on the Closing Date, and (c) unless you agree in writing, the Initial Lenders shall retain exclusive control over all rights and obligations with respect to their respective commitments in respect of the applicable Facilities, including all rights with respect to consents, modifications, supplements and amendments, until the initial funding of the Facilities on the Closing Date has occurred. Any and all obligations of, and services to be provided by an Agent hereunder (including, without limitation, the commitment of such Agent) may be performed and any and all rights of the Agents hereunder may be exercised by or through any of their respective affiliates or branches; provided that with respect to the commitments, any assignments thereof to an affiliate will not relieve the Agents from any of their obligations hereunder unless and until such affiliate shall have funded the portion of the commitment so assigned.

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11. Amendments; Governing Law; Etc.

This Commitment Letter and the Fee Letter may not be amended or modified, or any provision hereof or thereof waived, except by an instrument in writing signed by you and each Agent. Each of this Commitment Letter and the Fee Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Commitment Letter or the Fee Letter by facsimile (or other electronic, i.e. a “pdf” or “tif”) transmission shall be effective as delivery of a manually executed counterpart hereof or thereof, as the case may be. Section headings used herein and in the Fee Letter are for convenience of reference only, are not part of this Commitment Letter or the Fee Letter, as the case may be, and are not to affect the construction of, or to be taken into consideration in interpreting, this Commitment Letter or the Fee Letter, as the case may be. Notwithstanding anything to the contrary set forth herein, each Agent may, in consultation with you, place customary advertisements in financial and other newspapers and periodicals or on a home page or similar place for dissemination of customary information on the Internet or worldwide web as it may choose, and circulate similar promotional materials, after the Closing Date in the form of a “tombstone” or otherwise describing the names of the Borrower, the Acquired Business and their respective affiliates (or any of them), and the amount, type and closing date of the transactions contemplated hereby, all at the expense of such Agent. This Commitment Letter and the Fee Letter set forth the entire agreement between the parties hereto as to the matters set forth herein and therein and supersede all prior understandings, whether written or oral, between us with respect to the matters herein and therein. THIS COMMITMENT LETTER AND THE FEE LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK; provided, however, that (a) the interpretation of the definition of Target Material Adverse Effect and whether there shall have occurred a Target Material Adverse Effect, (b) whether the Acquisition has been consummated as contemplated by the Acquisition Agreement, and (c) the determination of whether the representations made by the Acquired Business or any of its affiliates are accurate and whether as a result of any inaccuracy of any such representations the Borrower or Merger Sub has the right to terminate its (or their) obligations, or has the right not to consummate the Acquisition, under the Acquisition Agreement, shall be governed by, and construed in accordance with, the domestic laws of the State of Delaware without regard to the principles of conflicts of law.

12. Jurisdiction.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the County of New York, Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding shall be heard and determined only in such courts located within New York County, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it

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may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any such New York State or Federal court, as the case may be, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and (d) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to you at the address above shall be effective service of process against you for any suit, action or proceeding brought in any such court.

13. Waiver of Jury Trial.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

14. Surviving Provisions.

The provisions of Sections 2, 3, 6, 7, 8, 9, 11, 12, 13 and 14 of this Commitment Letter and the provisions of the Fee Letter shall remain in full force and effect regardless of whether definitive Credit Documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the commitments of the Agents hereunder and our agreements to perform the services described herein; provided that your obligations under this Commitment Letter and the Fee Letter, other than those provisions relating to confidentiality, the syndication of the Facilities and the payment of annual agency fees to any Agent, shall automatically terminate and be superseded by to the extent covered by comparable provisions in the definitive Credit Documentation relating to the Facilities upon the initial funding thereunder and the payment of all amounts owing at such time hereunder and under the Fee Letter. You may terminate the Initial Lenders’ commitments with respect to the Facilities hereunder at any time in their entirety (but not in part), subject to the provisions of the preceding sentence, by written notice to the Initial Lenders.

15. PATRIOT Act Notification.

Each Agent hereby notifies you that each Agent and each Lender subject to the USA PATRIOT ACT (Title III of Pub. Law 107-56 (signed into law October 26, 2001)) (as amended from time to time, the “PATRIOT Act”) is required to obtain, verify and record information that identifies the Borrower and any other obligor under the Facilities and any related Credit Documentation and other information that will allow such Lender to identify the Borrower and any other obligor in accordance with the PATRIOT Act. This notice is given in accordance with the requirements of the PATRIOT Act and is effective as to each Agent and each Lender. You hereby acknowledge and agree that the Agents shall be permitted to share any or all such information with the Lenders.

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16. Termination and Acceptance.

Each Agent’s commitments with respect to the Facilities as set forth above, and each Agent’s agreements to perform the services described herein, will automatically terminate (without further action or notice and without further obligation to you) on the first to occur of (i) 11:59 p.m. New York City time on November 29, 2014, unless on or prior to such time the Transaction has been consummated, (ii) any time after the execution of the Acquisition Agreement and prior to the consummation of the Transaction, the date of the termination of the Acquisition Agreement in accordance with its terms (other than with respect to terms that survive such termination), (iii) the consummation of the Acquisition occurs without the use of the Facilities or (iv) the earliest date on which you release a written public statement of your intention not to consummate the Transaction.

If the foregoing correctly sets forth our agreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to us executed counterparts hereof and of the Fee Letter not later than 11:59 p.m., New York City time, on June 13, 2014. The commitments of the Initial Lenders hereunder, and the Agents’ agreements to perform the services described herein, will expire automatically (and without further action or notice and without further obligation to you) at such time in the event that we have not received such executed counterparts in accordance with the immediately preceding sentence.

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We are pleased to have been given the opportunity to assist you in connection with this important financing.

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ Michael Zican
Name:	Michael Zican
Title:	Managing Director

Signature Page to Project Sage Commitment Letter

SUNTRUST BANK
By:	/s/ Dave Felty
Name:	Dave Felty
Title:	Director
SUNTRUST ROBINSON HUMPHREY, INC.
By:	/s/ Richard Velloff
Name:	Richard Velloff
Title:	Director

Signature Page to Project Sage Commitment Letter

BANK OF AMERICA, N.A.
By:	/s/ Matthew A. Curtin
Name:	Matthew A. Curtin
Title:	Managing Director
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By:	/s/ Matthew A. Curtin
Name:	Matthew A. Curtin
Title:	Managing Director

Signature Page to Project Sage Commitment Letter

JEFFERIES FINANCE LLC
By:	/s/ Brian Buoye
Name:	Brian Buoye
Title:	Managing Director

Signature Page to Project Sage Commitment Letter

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Monique Gasque
Name:	Monique Gasque
Title:	Vice President
WF INVESTMENT HOLDINGS, LLC
By:	/s/ Scott Yarbrough
Name:	Scott Yarbrough
Title:	Managing Director
WELLS FARGO SECURITIES, LLC
By:	/s/ Robert C. Rechkemmer
Name:	Robert C. Rechkemmer
Title:	Director

Signature Page to Project Sage Commitment Letter

Accepted and agreed to as of the date first above written:
AMSURG CORP.
By:	/s/ Claire M. Gulmi
Name:	Claire M. Gulmi
Title:	Executive Vice President and Chief Financial Officer

Signature Page to Project Sage Commitment Letter

EXHIBIT A

Project Sage

Transaction Description

Capitalized terms used but not defined in this Exhibit A shall have the meanings set forth in the commitment letter to which this Exhibit A is attached (the “Commitment Letter”) and in the other Exhibits to the Commitment Letter.

The Borrower intends to (i) acquire all of the outstanding equity of a company identified to us and code-named “Sage” (“Target” and, together with its subsidiaries (if any), the “Acquired Business”) on the Closing Date (as defined below), by way of a purchase transaction and merger of a newly-formed direct or indirect wholly-owned subsidiary (such subsidiary, “Merger Sub”) with and into the Target (the “Merger”) in accordance with the Acquisition Agreement, with the Target as the surviving corporation of the Merger (the “Acquisition”) and (ii) refinance in full all indebtedness (other than contingent obligations not then due and that by their terms expressly survive the termination of the foregoing) outstanding under (v) that certain Revolving Credit Agreement, dated as of May 28, 2010, among the Borrower, SunTrust Bank, as Administrative Agent and the other lenders party thereto, as amended (the “Existing Credit Agreement”), (w) that certain Note Purchase Agreement, dated May 28, 2010 among the Borrower, The Prudential Life Insurance Company of America and the other institutions party thereto, as amended and (x) that certain First Lien Credit Agreement, dated as of June 29, 2012, of Sunbeam Intermediate Holdings, Inc., Sheridan Holdings, Inc., Credit Suisse AG, Cayman Island Branch and the lenders party thereto, as amended, supplemented or otherwise modified from time to time prior to the date hereof (the “Existing Target First Lien Credit Agreement”) and (y) that certain Second Lien Credit Agreement, dated as of June 29, 2012, among Sunbeam Intermediate Holdings, Inc., Sheridan Holdings, Inc., Credit Suisse AG, Cayman Island Branch and the lenders party thereto, as amended, supplemented or other modified from time to time prior to the date hereof (such refinancings, the “Refinancing”).

The sources of funds needed to effect the Acquisition, the Refinancing and to pay all fees and expenses incurred in connection with the Transaction (as defined below) (the “Transaction Costs”) shall be provided through:

(i) the issuance by the Borrower of equity securities in a public offering or private placement;

(ii) the issuance by the Borrower of equity interests to the Target shareholders;

(iii) financing consisting of the following:

(A) the issuance and sale by the Borrower (or, if issued before the Closing Date, an Unrestricted Subsidiary (as defined in the indenture governing the Existing Notes) of the Borrower) of up to $1,021.0 million in gross cash proceeds of unsecured senior notes (the “Senior Notes”) in a public offering or in a Rule 144A or other private placement, plus such amount as may be required to be deducted from the aggregate principal amount of the Term Loan Facility (as

A-1

defined below) in order that the aggregate principal amount of the Term Loan Facility, if fully funded on the Closing Date (without giving effect to an adjustment for any Shortfall Amount (as defined below) or Toggle Amount (as defined below)), together with the aggregate principal amount of any other secured indebtedness of the Borrower, would not, as of such date, determined in accordance with the indenture governing the Existing Notes, (1) exceed the amount of indebtedness permitted to be secured pursuant to Section 4.10 of the indenture governing the Existing Notes or (2) require any of the Existing Notes to be equally and ratably secured with any secured indebtedness of the Borrower pursuant to Section 4.10 of the indenture governing the Existing Notes (such amount, the “Shortfall Amount”), less such amount as elected by the Borrower in writing to be allocated to the Term Loan Facility in an aggregate principal amount not to exceed such amount of additional Term Loans (as defined below) as may be secured, together with the aggregate principal amount of the Term Loan Facility, if fully funded on the Closing Date (without giving effect to an adjustment for a Shortfall Amount or Toggle Amount) and the aggregate principal amount of any other secured indebtedness of the Borrower without (1) exceeding the amount of indebtedness permitted to be secured pursuant to Section 4.10 of the indenture governing the Existing Notes or (2) requiring any of the Existing Notes to be equally and ratable secured with any secured indebtedness of the Borrower pursuant to Section 4.10 of the indenture governing the Existing Notes (such amount, the “Toggle Amount”);

(B) if and to the extent that the Senior Notes are not issued yielding at least $1,021.0 million in gross cash proceeds on or prior to the Closing Date, the incurrence by the Borrower (as defined in Exhibit B) of loans in an aggregate principal amount equal to $1,021.0 million less the gross cash proceeds of Senior Notes issued pursuant to the immediately preceding clause (A) plus the Shortfall Amount, if any, less the Toggle Amount, if any, in each case as determined in accordance with the indenture governing the Existing Notes, under a new unsecured senior bridge facility as described in Exhibit C (the “Senior Bridge Facility”);

(C) a senior secured term loan facility to be made available to the Borrower in an aggregate principal amount equal to $1,125.0 million, less the Shortfall Amount, if any, plus the Toggle Amount, if any, in each case as determined in accordance with the indenture governing the Existing Notes (the “Term Loan Facility”);

(D) a senior secured revolving credit facility to be made available to the Borrower in an aggregate amount equal to $250.0 million (the “Revolving Credit Facility”, together with the Term Loan Facility, the “Senior Secured Credit Facilities” and, together with the Senior Bridge Facility, being collectively referred to as the “Facilities”); provided that only a portion of the Revolving Credit Facility not to exceed $20.0 million (plus any additional amount required to fund any original issue discount or upfront fees arising under the “flex” and securities demand provisions of the Fee Letter) may be utilized on the Closing Date and, to the extent so used on such date, may only be used to make payments owing to finance the Acquisition or the Refinancing or to pay Transaction Costs.

A-2

The date on which the Acquisition is consummated and the initial borrowings are made under any of the Facilities (to the extent utilized) is referred to herein as the “Closing Date”. The transactions described in this Exhibit A, including the Acquisition and the arrangement, funding and subsequent syndication of the Facilities are collectively referred to herein as the “Transaction”.

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EXHIBIT B

Project Sage

$1,375.0 million Senior Secured Credit Facilities

Summary of Principal Terms and Conditions¹

Borrower:	AmSurg Corp., a Tennessee corporation (the “Borrower”).
Administrative Agent:	Citi will act as sole administrative agent and collateral agent (in such capacities, the “Administrative Agent”) for a syndicate of banks, financial institutions and other lenders, excluding any Disqualified Institutions (together with Citi, the “Lenders”), and will perform the duties customarily associated with such roles.
Joint Lead Arrangers and Joint Bookrunners:	Citi, STRH, Merrill Lynch, Jefferies Finance and WFS will act as joint lead arrangers and joint bookrunners for the Senior Secured Credit Facilities (as defined below), and will perform the duties customarily associated with such roles (the “Lead Arrangers”).
Senior Secured Credit Facilities:
	A. Term Loan Facility
	1. Amount: “B” term loan facility in an aggregate principal amount of $1,125.0 million, less the Shortfall Amount, if any, plus the Toggle Amount, if any, in each case as determined in accordance with the indenture governing the Existing Notes (the “Term Loan Facility”).
	2. Currency: U.S. dollars.
	3. Use of Proceeds: The loans made pursuant to the Term Loan Facility (the “Term Loans”) may only be incurred on the Closing Date and the proceeds thereof shall be utilized solely to finance, in part, the Acquisition and the Refinancing and to pay the Transaction Costs.
	4. Maturity: The final maturity date of the Term Loan Facility shall be 7 years from the Closing Date (the “Term Loan Maturity Date”).
	5. Amortization: (i) During the first 6  3⁄4 years following the Closing Date, annual amortization (payable in 4 equal quarterly installments) of the Term Loans shall be required in an amount equal to 1.0% of the initial aggregate principal amount of the Term Loans.
	(ii) The remaining aggregate principal amount of Term Loans originally incurred shall be due and payable in full on the Term Loan Maturity Date.
	6. Availability: Term Loans may only be incurred on the Closing Date. Once repaid, no amount of Term Loans may be reborrowed.

¹  All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet is attached, including the other Exhibits thereto.

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B. Revolving Credit Facility

1. Amount: Revolving credit facility in an aggregate principal amount of $250.0 million (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”).

2. Currency: U.S. dollars.

3. Use of Proceeds: The proceeds of loans under the Revolving Credit Facility (the “Revolving Loans”) shall be utilized for working capital, capital expenditures and general corporate purposes; provided that a portion of the Revolving Credit Facility not to exceed $20.0 million (plus any additional amounts required to fund any original issue discount or upfront fees arising under the “flex” and securities demand provisions of the Fee Letter) may be utilized on the Closing Date to pay amounts owing to finance the Acquisition or the Refinancing or to pay any Transaction Costs (it being understood and agreed, however, that Letters of Credit (as defined below) may be issued on the Closing Date in the ordinary course of business and to replace or provide credit support for any existing letters of credit (including by “grandfathering” such existing letters of credit into the Revolving Credit Facility).

4. Maturity: The final maturity date of the Revolving Credit Facility shall be 5 years from the Closing Date (the “Revolving Loan Maturity Date”).

5. Availability: Except as provided above, Revolving Loans may be borrowed, repaid and reborrowed after the Closing Date and prior to the Revolving Loan Maturity Date in accordance with the terms of the definitive credit documentation governing the Senior Secured Credit Facilities (the “Senior Secured Credit Documentation”).

6. Letters of Credit: A portion of the Revolving Credit Facility in an amount not to exceed $25.0 million will be available for the issuance of stand-by and trade letters of credit (“Letters of Credit”) by one or more issuing banks to be agreed to support obligations of the Borrower and its subsidiaries. Maturities for Letters of Credit will not exceed twelve months (in the case of standby Letters of Credit), renewable annually thereafter in the case of standby Letters of Credit and, in any event, shall not extend beyond the fifth business day prior to the Revolving Loan Maturity Date unless cash collateralized. Letter of Credit outstandings will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. Each Lender under the Revolving Credit Facility shall acquire an irrevocable and unconditional pro rata participation in all Letter of Credit outstandings. The issuance of all Letters of Credit shall be subject to the customary procedures of the issuer of such Letters of Credit.

B-2

7. Swingline Loans: A portion of the Revolving Credit Facility in an amount not to exceed $30.0 million shall be available prior to the Revolving Loan Maturity Date for swingline loans (the “Swingline Loans” and, together with the Revolving Loans, the Term Loans and any Incremental Term Loans (as defined below), the “Loans”) to be made by Citi (in such capacity, the “Swingline Lender”) on same-day notice. Other than for purposes of calculating the Commitment Fee, any Swingline Loans will reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. Each Lender under the Revolving Credit Facility shall acquire an irrevocable and unconditional pro rata participation in each Swingline Loan.

Uncommitted Incremental Facilities:

The Borrower will have the right to solicit existing Lenders (each of which shall be entitled to agree or decline to participate in its sole discretion) and additional banks, financial institutions and other lenders (each of whom would constitute an Eligible Transferee, as described under the heading “Assignments and Participations” below) who will become Lenders in connection therewith (the “Additional Lenders”) to provide (x) incremental commitments to the Revolving Credit Facility (each, an “Incremental Revolving Facility”) and/or (y) incremental commitments consisting of one or more increases to the Term Loan Facility and/or one or more new tranches of term loans to be made available under the Senior Secured Credit Documentation (hereinafter the “Incremental Term Facilities” and, together with the Incremental Revolving Facilities, the “Incremental Facilities”) in an aggregate amount not to exceed (x) $300.0 million plus (y) if the Secured Leverage Ratio (to be defined in a manner to be mutually agreed), at the time of incurrence of such Incremental Facility and after giving effect thereto, is less than or equal to 3.00 to 1.00 (assuming for purposes of such calculation that (i) all indebtedness incurred pursuant to any Incremental Facility is secured indebtedness (whether or not such indebtedness is in fact so secured) and (ii) all commitments under any Incremental Revolving Credit Facility are fully drawn), an unlimited amount, on terms agreed by the Borrower and the Lender or Lenders providing the respective Incremental Facility; provided that (i) no default or event of default exists or would exist after giving effect thereto; provided that, in the case of Incremental Term Facilities used to finance a permitted acquisition and to the extent the Lenders participating in such Incremental Term Facility agree, this clause (i) shall be tested at the time of the execution of the acquisition agreement related to such permitted acquisition, (ii) all of the representations and warranties contained in the Senior Secured Credit Documentation shall be true and correct in all material respects (or, in all respects, if qualified by materiality); provided that, in the case of Incremental Term Facilities used to finance a permitted acquisition and to the extent the Lenders participating in such Incremental Term Facility agree, this clause (ii)

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shall be subject only to Specified Representations, (iii) any such Incremental Facility shall benefit from the same guarantees as, and be secured on an equal and ratable basis (or, in the case of Incremental Term Facilities only, a junior basis; provided that such junior ranking tranche of Incremental Loans shall be established as a separate tranche of Term Loans and shall be subject to the terms of a second lien intercreditor agreement reasonably satisfactory to the Administrative Agent) by the same Collateral (as defined below) securing, the Senior Secured Credit Facilities, (iv) the Borrower is in pro forma compliance with the Financial Covenant (as defined below), as of the most recently ended fiscal quarter for which financial statements are available (determined after giving effect to the full utilization of the commitments provided under such Incremental Facility), (v) in the case of an Incremental Revolving Facility, such Incremental Revolving Facility shall be subject to the same terms and conditions as the Revolving Credit Facility (and be deemed added to, and made a part of, the Revolving Credit Facility), and (vi) in the case of loans to be made under an Incremental Term Facility (each, an “Incremental Term Loan”), such Incremental Term Loans shall be subject to the same terms as the Term Loans (including voluntary and mandatory prepayment provisions), except that, unless such Incremental Term Loans are made a part of the Term Loan Facility (in which case all terms thereof shall be identical to those of the Term Loan Facility), (1) the “effective yield” on the respective Incremental Term Loans (which, for such purposes only, shall be deemed to take account of interest rate benchmark floors, recurring fees and all upfront or similar fees or original issue discount (amortized over the shorter of (A) the weighted average life of such Incremental Term Loans and (B) four years) payable to all Lenders providing such Incremental Term Loans, but exclusive of any arrangement, structuring or other fees payable in connection therewith that are not shared with all Lenders providing such Incremental Term Loans) may exceed the then “effective yield” on Term Loans (determined on the same basis as provided in the preceding parenthetical) if the “effective yield” on the applicable Term Loans (determined on the same basis as provided in the second preceding parenthetical) is increased to be not less than 0.50% (after giving effect to any increase to the “effective yield” on any Term Loans) lower than the “effective yield” on such Incremental Term Loans, (2) the final stated maturity date for such Incremental Term Loans may be identical to or later (but not earlier) than the final stated maturity date applicable to the Term Loans, (3) the average weighted life to maturity of such Incremental Term Loans is no shorter than the average weighted life to maturity applicable to the then outstanding Term Loans, and (4) other terms may differ; provided that, such terms are not, when taken as a whole, more favorable to the lenders providing such Incremental Term Loans than the terms applicable to the then outstanding Term Loans.

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	Any upfront fees and arrangement fees for any Incremental Facility will be negotiated with the applicable Lenders at the time of any request to provide commitments pursuant to such Incremental Facility. The Administrative Agent and, in the case of any Incremental Revolving Facility, the Swingline Lender and each issuer of a Letter of Credit shall have consent rights (not to be unreasonably withheld) with respect to such Additional Lender, if the consent of such person would be required under the heading “Assignments and Participations” for an assignment of Loans or commitments, as applicable, to such Additional Lender. Nothing contained herein or in the Commitment Letter constitutes, or shall be deemed to constitute, a commitment with respect to any Incremental Facility.
Guaranties:	All obligations of (a) the Borrower under the Senior Secured Credit Facilities, (b) the Borrower or any of its subsidiaries under interest rate and/or foreign currency swaps or similar agreements entered into with a Lender or an affiliate of such Lender, other than Excluded Swap Obligations (as defined below) (the “Secured Hedging Agreements”) and (c) the Borrower and the Guarantors (as defined below) arising in connection with certain treasury and cash management services, in each case provided by a Lender or an affiliate of such Lender its affiliates (“Banking Services Obligations”) will be fully and unconditionally guaranteed on a joint and several basis by the Borrower and each of its direct or indirect domestic wholly-owned subsidiaries (whether owned on the Closing Date or formed or acquired thereafter) organized or incorporated in the United States or any State thereof, subject to exceptions and limitations to be mutually agreed (each such person, a “Guarantor” and, collectively, the “Guarantors”). “Excluded Swap Obligations” means any obligation of any Guarantor to pay or perform under any agreement, contract, or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act (a “Swap”), if, and to the extent that, all or a portion of the guarantee by such Guarantor of, or the grant by such Guarantor or the Borrower of a security interest to secure, such Swap (or any guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation, or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof).
Security:	All amounts owing under the Senior Secured Credit Facilities, the Secured Hedging Agreements and the Banking Services Obligations (and all obligations under the Guaranties) (collectively, the “Secured Obligations”) will be secured by (x) a perfected security interest, subject only to liens permitted under the Senior Secured Credit Documentation, in all stock, other equity interests and promissory notes owned by the Borrower and the Guarantors (which pledge, in the case of stock of any foreign subsidiary, shall not include more than 65% of the voting stock

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of such foreign subsidiary to the extent a pledge of a greater percentage would have material adverse tax consequences) and (y) a perfected security interest in and mortgages on, in each case subject only to liens permitted under the Senior Secured Credit Facilities, all other tangible and intangible assets (including, without limitation, receivables, inventory, equipment, contract rights, securities, patents, trademarks, other intellectual property, cash, bank and securities deposit accounts) owned by the Borrower and the Guarantors (all of the foregoing, the “Collateral”); Notwithstanding anything to the contrary, the Collateral shall exclude the following: (i) motor vehicles and other assets subject to certificates of title; (ii) pledges and security interests (including in respect of interests in partnerships and joint ventures) to the extent prohibited by law or prohibited by agreements containing anti-assignment clauses not overridden by the UCC or other applicable law; (iii) any fee owned real property with a net book value of less than an amount to be agreed (with any required mortgages on properties with a value greater than such amount being permitted to be delivered after the Closing Date within a time period to be agreed) and all leasehold interests in real property; (iv) intent to use trademark applications; and (v) those assets as to which the Administrative Agent and Borrower agree would result in material adverse tax consequences to the Borrower and its subsidiaries or that the costs of obtaining such a security interest or perfection thereof are excessive in relation to the value to the Lenders of the security to be afforded thereby. Notwithstanding the foregoing, the requirements of the preceding paragraphs of this “Security” section shall be, as of the Closing Date, subject to the Funds Certain Provisions.

Documentation:

The Senior Secured Credit Documentation will be consistent with the Existing Target First Lien Credit Agreement, as modified to (i) reflect the proposed Transactions and the terms and conditions set forth herein, in the annexes hereto and in the Commitment Letter (as modified by the “flex” provisions of the Fee Letter), (ii) take account of differences related to the operational and strategic requirements of the Borrower, the Acquired Business and their subsidiaries in light of their respective sizes, industries, businesses, business practices (after giving effect to the Transactions) and (iii) operational and administrative changes reasonably required by the Administrative Agent, the definitive terms of which will be negotiated in good faith (the “Documentation Principles”). Notwithstanding the foregoing, the Senior Secured Credit Documentation will contain only those conditions to borrowing to fund the Transaction set forth in Section 5 of the Commitment Letter and in Exhibit D to the Commitment Letter (subject to the Funds Certain Provisions). For the avoidance of doubt, the Senior Secured Credit Documentation shall permit the Borrower and its subsidiaries to apply,

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	distribute and use the proceeds received by the Borrower or any of its subsidiaries from any Qualified Offering (as defined in the Shareholders’ Agreement (as defined in the Acquisition Agreement)) in the manner set forth in Section 3.5 of the Shareholders’ Agreement (as defined in the Acquisition Agreement).
Optional Commitment Reductions:	The unutilized portion of the total commitments under the Revolving Credit Facility may, upon three business days’ notice, be reduced or terminated by the Borrower without penalty in minimum amounts to be mutually agreed.
Voluntary Prepayments:	Voluntary prepayments may be made at any time on three business days’ notice in the case of LIBOR Loans, or one business day’s notice in the case of Base Rate Loans (or same day notice in the case of Swingline Loans), without premium or penalty (except as otherwise provided under the heading “Call Protection” below), in minimum principal amounts to be mutually agreed; provided that voluntary prepayments of LIBOR Loans made on a date other than the last day of an interest period applicable thereto shall be subject to customary breakage costs. Each voluntary prepayment of Revolving Loans shall be applied on a pro rata basis to the Revolving Loans then outstanding. Each voluntary prepayment of Term Loans shall be applied as directed by the Borrower.
Mandatory Repayments and Commitment Reductions:	Mandatory repayments of Term Loans shall be required from (a) 100% of the cash proceeds (net of taxes directly attributable thereto, reasonable costs and expenses in connection therewith, repayments of debt secured by such asset or (in the case only of other debt secured by equal and ratable liens on the Collateral) otherwise subject to mandatory prepayment as a result thereof (and limited, in the case of such other debt, to its proportionate share of such prepayment) and the amount of reserves established (for a time period and with recapture provisions to be agreed) to fund contingent liabilities reasonably estimated to be payable and directly attributable thereto) from asset sales by Borrower and its restricted subsidiaries (including sales of equity interests of any subsidiary of the Borrower) in excess of an amount to be agreed but subject to certain ordinary course exceptions consistent with the Documentation Principles as well as a right of the Borrower to reinvest 100% of such proceeds, if such proceeds are reinvested (or committed to be reinvested) within 365 days and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days thereafter, (b) 100% of the net cash proceeds from issuances or incurrences of debt (other than the Senior Bridge Loans and other debt permitted under the Senior Secured Credit Documentation, it being agreed that the proceeds of debt permitted to be incurred solely to refinance the Term Loan Facility or any Incremental Term Facility will be subject to mandatory payment obligations to be included in the Senior Secured Credit Documentation) by the Borrower and its

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	restricted subsidiaries, (c) 50% (reducing to 25% and 0% based on meeting a Secured Leverage Ratio test (to be defined in a manner to be mutually agreed) of 2.25 to 1.00 and 1.50 to 1.00, respectively, and so long as no default or event of default under the Senior Secured Credit Facilities is in existence) of annual Excess Cash Flow (to be defined in a manner to be mutually agreed) of the Borrower and its subsidiaries, commencing with the fiscal year of the Borrower commencing on or around January 1, 2015 and (d) 100% of the net cash proceeds from insurance recovery and condemnation events of the Borrower and its subsidiaries (subject to a right of the Borrower to reinvest 100% of such proceeds, if such proceeds are reinvested (or committed to be reinvested) within 365 days and, if so committed to be reinvested, so long as such reinvestment is actually completed within 180 days thereafter).
	Mandatory prepayments shall be subject to limitations to be agreed to the extent required to be made from cash at non-U.S. subsidiaries and to the extent the repatriation of which would result in material adverse tax consequences or would be prohibited or restricted by applicable law; provided that, in any event, the Borrower shall use commercially reasonable efforts to eliminate such tax effect in their reasonable control in order to make such prepayments.
	All mandatory repayments of Term Loans made pursuant to clauses (a) through (d), inclusive, above will, subject to the provisions described under the heading “Waivable Prepayments” below and subject to application of permitted refinancing indebtedness proceeds to the debt being refinanced, be applied pro rata to each outstanding tranche of Term Loans and Incremental Term Loans (if any), and shall apply to reduce future scheduled amortization payments of the respective Term Loans being repaid pro rata based upon the then remaining amounts of such payments. In addition, if at any time the outstandings pursuant to the Revolving Credit Facility (including Letter of Credit outstandings and Swingline Loans) exceed the aggregate commitments with respect thereto, prepayments of Revolving Loans and/or Swingline Loans (and/or the cash collateralization of Letters of Credit) shall be required in an amount equal to such excess.
Waivable Prepayments:	Lenders holding Term Loans shall have the right to decline all or a portion of their pro rata share of any mandatory repayment of Term Loans as otherwise required above (excluding scheduled amortization payments and mandatory repayments of the type described in clause (b) of the first paragraph of the section above entitled “Mandatory Repayments and Commitment Reductions”) on terms to be established by the Administrative Agent, in which case the amounts so declined shall be re-offered ratably to all such non-declining Lenders and, to the extent not thereafter accepted by such non-declining Lenders, retained by the Borrower.

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Call Protection:	The occurrence of any Repricing Event (as defined below) prior to the date occurring six months after the Closing Date will require payment of a fee (the “Prepayment Fee”) in an amount equal to 1.00% of the aggregate principal amount of the Term Loans subject to such Repricing Event.
	As used herein, the term “Repricing Event” shall mean (i) any prepayment or repayment of Term Loans with the proceeds of, or any conversion of all or any portion of the Term Loans into, any new or replacement indebtedness bearing interest with an “effective yield” (which, for such purposes only, shall (x) be deemed to take account of interest rate benchmark floors, recurring fees and all other upfront or similar fees (subject to following clause (y)) or original issue discount (amortized over the shorter of (A) the weighted average life of such new or replacement indebtedness and (B) four years) and (y) exclude any structuring, commitment and arranger fees or other similar fees unless such similar fees are paid to all lenders generally in the primary syndication of such new or replacement tranche of Term Loans) less than the “effective yield” applicable to the Term Loans subject to such event (as such comparative yields are reasonably determined by the Administrative Agent); provided that, in no event shall any prepayment or repayment of Term Loans in connection with a change of control constitute a Repricing Event and (ii) any amendment to the Senior Secured Credit Documentation that reduces the “effective yield” applicable to the Term Loans (it being understood that any prepayment premium with respect to a Repricing Event shall apply to any required assignment by a non-consenting Lender in connection with any such amendment pursuant to so-called yank-a-bank provisions).
Interest Rates:	At the Borrower’s option, Loans may be maintained from time to time as (x) Base Rate Loans, which shall bear interest at the Base Rate (or, in the case of the Term Loans only, if greater at any time, the Base Rate Floor (as defined below)) in effect from time to time plus the Applicable Margin (as defined below) or (y) LIBOR Loans, which shall bear interest at LIBOR (adjusted for statutory reserve requirements) as determined by the Administrative Agent for the respective interest period (or, in the case of the Term Loans only, if greater at any time, the LIBOR Floor (as defined below)), plus the Applicable Margin; provided that all Swingline Loans shall bear interest based upon the Base Rate.
	“Applicable Margin” shall mean a percentage per annum equal to (i) in the case of Term Loans (A) maintained as Base Rate Loans, 2.00%, and (B) maintained as LIBOR Loans, 3.00%; (ii) in the case of Revolving Loans (A) maintained as Base Rate Loans, 2.00%, and (B) maintained as LIBOR Loans, 3.00%; (iii) in the case of Swingline Loans, 2.00%; and (iv) in the case of any Incremental Term Loans incurred pursuant to an Incremental Term Facility (other than any such loans which are added to (and form part of) the Term Loan Facility, all of which shall

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have the same Applicable Margins as provided in the preceding clause (i), as the same may be adjusted as provided below), such rates per annum as may be agreed to among the Borrower and the Lender(s) providing such Incremental Term Loans; provided that (1) the “Applicable Margin” for Term Loans shall be subject to adjustment as provided in clause (vi)(1) of the proviso appearing in the first sentence of the section hereof entitled “Uncommitted Incremental Facilities”; and (2) so long as no default or event of default exists under the Senior Secured Credit Facilities, the Applicable Margin for Revolving Loans and Swingline Loans shall be subject to quarterly step-downs (but, in any event, not commencing until the delivery of the Borrower’s financial statements in respect of its first full fiscal quarter ending after the Closing Date) in accordance with the following table:
Secured Leverage Ratio	LIBOR Spread for Revolving Loans			Base Rate Spread for Revolving Loans			Spread for Swingline Loans
³ 2.00x		3.00	%		2.00	%		2.00	%
< 2.00x		2.75	%		1.75	%		1.75	%
“Base Rate” shall mean the highest of (x) the rate that the Administrative Agent announces from time to time as its prime lending rate, as in effect from time to time, (y) 1/2 of 1% in excess of the overnight federal funds rate, and (z) LIBOR for an interest period of one month plus 1.00%.
“Base Rate Floor” shall mean 2.00% per annum (as such percentage may be adjusted upward as contemplated by clause (vi)(1) of the section hereof entitled “Uncommitted Incremental Facilities” above).
“LIBOR Floor” shall mean 1.00% per annum (as such percentage may be adjusted upward as contemplated by clause (vi)(1) of the section hereof entitled “Uncommitted Incremental Facilities” above).
Interest periods of 1, 2, 3 and 6 months or, to the extent agreed to by all Lenders with commitments and/or Loans under a given tranche of the Senior Secured Credit Facilities, 12 months or periods shorter than 1 month shall be available in the case of LIBOR Loans.
Interest in respect of Base Rate Loans shall be payable quarterly in arrears on the last business day of each calendar quarter. Interest in respect of LIBOR Loans shall be payable in arrears at the end of the

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	applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be payable at the time of repayment of any Loans and at maturity. All interest on Base Rate Loans, LIBOR Loans and commitment fees and any other fees shall be based on a 360-day year and actual days elapsed (or, in the case of Base Rate Loans determined by reference to the prime lending rate, a 365/366-day year and actual days elapsed).
Default Interest:	Overdue principal, interest and other amounts shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan or (ii) in the case of any other amount, 2.00% plus the rate applicable to Base Rate Loans. Such interest shall be payable on demand.
Yield Protection:	The Senior Secured Credit Facilities shall include customary protective provisions for such matters as capital adequacy, increased costs, reserves, funding losses, illegality and withholding taxes (it being understood that, for purposes of determining increased costs arising in connection with a change in law, the Dodd-Frank Wall Street Reform and Consumer Protection Act and Basel III, and all requests, rules, guidelines or directives promulgated under, or issued in connection with, either of the foregoing shall be deemed to have been introduced or adopted after the date of the Senior Secured Credit Documentation, regardless of the date enacted, adopted or issued).
	The Borrower shall have the right to replace any Lender that charges a material amount in excess of that being charged by the other Lenders with respect to contingencies described in the immediately preceding sentence.
Commitment Fee:	A commitment fee, at a per annum rate of 0.375%, on the daily undrawn portion of the commitments of each Lender under the Revolving Credit Facility (for such purpose, disregarding outstanding Swingline Loans as a utilization of the Revolving Credit Facility), will commence accruing on the Closing Date and will be payable quarterly in arrears.
Letter of Credit Fees:	A letter of credit fee equal to the Applicable Margin for Revolving Loans maintained as LIBOR Loans on the outstanding stated amount of Letters of Credit (the “Letter of Credit Fee”) to be shared proportionately by the Lenders under the Revolving Credit Facility in accordance with their participation in the respective Letter of Credit, and a facing fee in an amount equal to 0.125% (or such lesser amount as the Borrower and the issuer may agree) of the outstanding stated amount of each Letter of Credit (the “Facing Fee”) to be paid to the issuer of each Letter of Credit for its own account, in each case calculated on the aggregate stated amount of all Letters of Credit for the stated duration thereof. Letter of

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	Credit Fees and Facing Fees shall be payable quarterly in arrears. In addition, the issuer of a Letter of Credit will be paid its customary administrative charges in connection with Letters of Credit issued by it.
Agent/Lender Fees:	The Administrative Agent, the Lead Arrangers and the Lenders shall receive such fees as have been separately agreed upon.
Conditions Precedent:	A. To Initial Loans:
	Those conditions precedent in Section 5 of the Commitment Letter and on Exhibit D to the Commitment Letter, subject in each case to the Funds Certain Provisions.
	B. To All Loans and Letters of Credit After the Closing Date:
	The making of each loan or the issuance of a letter of credit after the Closing Date shall be conditioned solely upon:
	(i)     Except as described under clause (ii) to the proviso to the first paragraph under the section above entitled “Uncommitted Incremental Facilities”, all representations and warranties of the Borrower and its subsidiaries set forth in the Senior Secured Credit Documentation shall be true and correct in all material respects (other than to the extent qualified by materiality or “Material Adverse Effect”, in which case, such representations and warranties shall be true and correct) on and as of the date of such borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except in the case of any such representation and warranty that expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects, other than to the extent qualified by materiality or “Material Adverse Effect”, in which case such representation and warranty shall be true and correct on and as of such earlier date.
	(ii)    Except as described under clause (i) of the proviso to the section above entitled “Uncommitted Incremental Facilities”, no event of default under the Senior Secured Credit Facilities or event that with the giving of notice or lapse of time or both would be an event of default under the Senior Secured Credit Facilities, shall have occurred and be continuing, or would result from any borrowing of a Loan or issuance of a Letter of Credit. (iii)  Receipt of a customary borrowing notice or letter of credit request, as applicable.
Representations and Warranties:	Representations and warranties (to be applicable to the Borrower and its restricted subsidiaries) will be consistent with the Documentation

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	Principles and limited to the following, in each case with exceptions and qualifications consistent with the Documentation Principles and otherwise to be mutually agreed by the Borrower and Lead Arrangers: (i) corporate status, (ii) power and authority, (iii) due authorization, execution and delivery and enforceability, (iv) no violation or conflicts with laws, material contracts (including, without limitation, the indentures with respect to the Senior Notes and the Existing Notes) or charter documents, (v) governmental approvals, (vi) financial statements and projections (in the case of projections, prepared in good faith based upon assumptions you believe to be reasonable at the time made), (vii) absence of a Material Adverse Effect (to be defined in a manner to be mutually agreed), (viii) solvency, (ix) absence of material litigation, (x) true and complete disclosure, (xi) use of proceeds and compliance with Margin Regulations, (xii) tax returns and payments, (xiii) compliance with law, including (without limitation) ERISA and environmental laws, except to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (xiv) ownership of property, (xv) equity interests and subsidiaries, (xvi) absence of undisclosed liabilities, (xvii) Acquisition documentation, (xviii) creation, validity, perfection and ranking of security interests under the security agreements, (xix) inapplicability of Investment Company Act, (xx) employment and labor relations, (xxi) intellectual property, franchises, licenses, permits, etc., (xxii) maintenance of insurance, (xxiii) PATRIOT Act, (xxiv) OFAC/sanctions, etc. and (xxv) use of proceeds from the Senior Secured Credit Facilities in compliance with FCPA.
Covenants:	Affirmative and negative covenants (to be applicable to the Borrower and its restricted subsidiaries) will be consistent with the Documentation Principles and limited to the following, in each case with exceptions and qualifications consistent with the Documentation Principles and otherwise to be mutually agreed by the Borrower and the Lead Arrangers:
	(a) Affirmative Covenants - (i) Compliance with laws, regulations (including, without limitation, ERISA and environmental laws) and material contractual obligations; (ii) payment of taxes and other obligations; (iii) maintenance of adequate insurance; (iv) preservation of existence, rights (charter and statutory), franchises, permits, licenses and approvals; (v) visitation and inspection rights; (vi) keeping of proper books in accordance with generally accepted accounting principles; (vii) maintenance of properties; (viii) further assurances as to perfection and priority of security interests and additional guarantors; (ix) notice of defaults, material litigation and certain other material events; (x) financial and other reporting requirements (including, without limitation, unaudited quarterly and audited annual financial statements for the Borrower and its subsidiaries on a consolidated basis (in accordance with

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	US GAAP) and a budget prepared by management of Borrower and provided on an annual basis, in the case of the unaudited quarterly and audited annual financial statements with accompanying management discussion and analysis and, in the case of the audited annual financial statements, accompanied by an opinion of a nationally recognized accounting firm (which opinion shall not be subject to any qualification as to “going concern” or scope of the audit, but that may contain a “going concern” statement that is solely due to the impending maturity of the Senior Secured Credit Facilities scheduled to occur within one year); (xi) use of proceeds; (xii) use of commercially reasonable efforts to maintain a public corporate credit rating from Standard & Poor’s Ratings Services (“S&P”) and a public corporate family rating from Moody’s Investors Service, Inc. (“Moody’s”), in each case with respect to the Borrower, and a public rating of the Senior Secured Credit Facilities by each S&P and Moody’s (but not a specific rating, in any case), and (xiii) designation of subsidiaries as “unrestricted subsidiaries” or “restricted subsidiaries”.
	(b) Negative Covenants - Limitations on: (i) indebtedness (including guarantees and indebtedness of non-wholly owned subsidiaries and other non-Guarantors) and preferred stock; (ii) liens; sale and leaseback transactions; loans and investments; mergers, joint ventures and acquisitions; asset dispositions; dividends, stock repurchases and redemptions and other restricted payments; (iii) transactions with affiliates; (iv) prepayment, redemption or acquisition of certain material indebtedness (other than the Senior Secured Credit Facilities); (v) amendment, modification or waiver of material documents (including, without limitation, charter documents of the Borrower and its subsidiaries and certain material indebtedness) in any manner that is adverse in any material respect to the interests of the Lenders; (vi) restrictions affecting subsidiaries; (vii) issuance of certain equity interests and creation of subsidiaries; (viii) changes in business and maintenance of any inactive subsidiaries as passive, non-operating enterprises; (ix) accounting changes; (x) changes to fiscal year; (xi) further negative pledges and (xii) violations of anti-terrorism and anti-money laundering laws, in each case with customary qualifiers, exceptions and limitations to be mutually agreed and consistent with the Documentation Principles.
Financial Covenant:	Term Loan Facility: None.
	Revolving Credit Facility: Maintenance of both a minimum Interest Coverage Ratio (to be defined in a manner to be mutually agreed) and a maximum Total Leverage Ratio (in each case, calculated on a pro forma consolidated basis for the Borrower and its restricted subsidiaries for each consecutive four fiscal quarter period) (the “Financial Covenant”) in each case, not to exceed as of the last date of any fiscal quarter, ratios based on a 30% non-cumulative cushion to Consolidated EBITDA (to be defined in a manner to be mutually agreed) set forth in the model delivered to Citi on May 1, 2014.

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	The Financial Covenant will be tested on the last date of each fiscal quarter (with measurement to commence with the first full fiscal quarter ending after the Closing Date).
Unrestricted Subsidiaries:	The Senior Secured Credit Documentation will contain provisions pursuant to which, subject to no default or event of default, limitations on investments, pro forma compliance with the Financial Covenant and other conditions consistent with the Documentation Principles and otherwise to be mutually agreed by the Borrower and the Lead Arrangers, the Borrower will be permitted to designate any existing or subsequently acquired or organized subsidiary as an “unrestricted subsidiary” and subsequently re- designate any such unrestricted subsidiary as a restricted subsidiary; provided that (i) any subsidiary previously designated as an unrestricted subsidiary may not thereafter be re-designated as an unrestricted subsidiary and (ii) no subsidiary may be designated as an unrestricted subsidiary, unless it is also an “unrestricted subsidiary” for purposes of any other material indebtedness of the Borrower or its subsidiaries issued or incurred after the Closing Date that contains a similar concept. The designation of any subsidiary as an “unrestricted” subsidiary shall constitute an investment for purposes of the investment covenant in the Senior Secured Credit Documentation, and the designation of any unrestricted subsidiary as a restricted subsidiary shall be deemed to be an incurrence of indebtedness and liens by a restricted subsidiary of any outstanding indebtedness or liens, as applicable, of such unrestricted subsidiary for purposes of the Senior Secured Credit Documentation. Unrestricted Subsidiaries will not be subject to the representations and warranties, affirmative or negative covenants or events of default provisions of the Senior Secured Credit Documentation, and the cash held by, the results of operations, indebtedness and interest expense of Unrestricted Subsidiaries will not be taken into account for purposes of determining compliance with the Financial Covenant or financial tests contained in such Senior Secured Credit Documentation; provided that, the net income of any Unrestricted Subsidiary may be included in the calculation of Consolidated Net Income in any period to the extent of any cash dividends actually paid in such period by such unrestricted subsidiaries to the Borrower or any of its wholly-owned restricted subsidiaries.
Events of Default:	Events of Default (to be applicable to the Borrower and its restricted subsidiaries or significant subsidiaries, as appropriate) shall be consistent with the Documentation Principles, subject to customary thresholds and grace periods, and limited to the following, in each case, with exceptions and qualifications to be mutually agreed by the Borrower and the Lead Arrangers: (i) nonpayment of principal when due or interest, fees or other

B-15

amounts after a grace period to be mutually agreed by the Borrower and the Lead Arrangers; (ii) failure to perform or observe covenants set forth in Senior Secured Credit Facilities, subject (where customary and appropriate) to notice and an appropriate grace period (provided that, the Borrower’s failure to perform or observe the Financial Covenant itself shall not constitute an event of default for purposes of any Term Loan unless and until the Revolving Lenders have actually declared all such obligations to be immediately due and payable in accordance with the Senior Secured Credit Documentation and such declaration has not been rescinded on or before the date on which the Term Lenders declare an Event of Default in connection therewith); (iii) any representation or warranty proving to have been incorrect in any material respect (or, in any respect, if qualified by materiality) when made or confirmed; (iv) cross-defaults and cross-acceleration to other indebtedness in a principal amount in excess of an amount to be mutually agreed; (v) bankruptcy, insolvency proceedings, etc. (with a grace period for involuntary proceedings to be mutually agreed by the Borrower and the Lead Arrangers); (vi) inability to pay debts, attachment, etc.; (vii) monetary judgment defaults in an amount in excess of an amount to be mutually agreed; (viii) customary ERISA defaults; (ix) actual or asserted invalidity of Senior Secured Credit Documentation or impairment of security interests in the Collateral; and (x) Change of Control (to be defined in a manner to be mutually agreed; provided that, such definition shall be modified so that a Change of Control shall also occur if a Change of Control or other similar event occurs under any agreement or instrument governing or evidencing any other material indebtedness of the Borrower or its subsidiaries).

Assignments and Participations:

Neither the Borrower nor any Guarantor may assign their rights or obligations under the Senior Secured Credit Facilities. Any Lender may assign, and may sell participations in, its rights and obligations under the Senior Secured Credit Facilities, subject (x) in the case of participations, to customary restrictions on the voting rights of the participants and restrictions on participations to the Borrower and its affiliates and (y) in the case of assignments, to limitations consistent with the Documentation Principles (including (i) a minimum assignment amount consistent with the Documentation Principles (or, if less, the entire amount of such assignor’s commitments and outstanding Loans at such time), (ii) an assignment fee in the amount of $3,500 to be paid by the respective assignor or assignee to the Administrative Agent, (iii) restrictions on assignments to any entity that is not an Eligible Transferee (to be defined to exclude, among others, Disqualified Institutions and the Borrower and its affiliates (except in connection with a Permitted Buy-Back (as defined below))), (iv) the receipt of the consent of the Administrative Agent (not to be unreasonably withheld or delayed), (v) the receipt of the consent of the applicable Borrower (such consent, in any such case, not to be unreasonably withheld, delayed or conditioned); provided that, the

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	applicable Borrower’s consent shall not be so required if (x) such assignment is to any Lender (or, if in respect of the Revolving Credit Facility, another Lender under the Revolving Credit Facility), its affiliates or an “approved fund” of a Lender or (y) an event of default exists under the Senior Secured Credit Facilities; provided, further, that such consent of the applicable Borrower shall be deemed to have been given if such Borrower has not responded within five business days of a written request for such consent, and (vi) in the case of the assignment of any commitments under the Revolving Credit Facility, the consent of the Swingline Lender and each issuing Lender of a Letter of Credit (such consent, in each case, not to be unreasonably withheld, delayed or conditioned)). The Senior Secured Credit Facilities shall provide for a mechanism which will allow for each assignee to become a direct signatory to the Senior Secured Credit Facilities and will relieve the assigning Lender of its obligations with respect to the assigned portion of its commitment and/or outstandings, as applicable. Assignments will be by novation and will not be required to be pro rata among the Senior Secured Credit Facilities.
	The Senior Secured Credit Documentation shall also provide that Term Loans may be purchased by, and assigned to, the Borrower on a non- pro rata basis through Dutch auctions open to all Lenders with Term Loans of the respective tranche on a pro rata basis in accordance with procedures to be mutually agreed by the Borrower and the Lead Arrangers; provided that (i) no default or event of default then exists under the Senior Secured Credit Facilities or would result therefrom, (ii) any such purchase is made at a discount to par, (iii) the Borrower shall make a representation that it is not in possession of any material non-public information, (iv) any such Term Loans shall be automatically and permanently cancelled immediately upon purchase by the Borrower (without any increase to Consolidated EBITDA as a result of any gains associated with cancellation of debt), (v) the Borrower shall not be permitted to use the proceeds of Revolving Loans or Swingline Loans to acquire Term Loans, and (vi) the Borrower is in pro forma compliance with the Financial Covenant as of the most recently ended fiscal quarter for which financial statements are available (any such purchase and assignment, a “Permitted Buy-Back”).
Waivers and Amendments:	Amendments and waivers of the provisions of the Senior Secured Credit Documentation will require the approval of Lenders holding commitments and/or outstandings (as appropriate) representing more than 50% of the aggregate commitments and outstandings under the Senior Secured Credit Facilities (the “Required Lenders”), except that (a) the consent of each Lender directly affected thereby will be required with respect to (i) increases in commitment amounts of such Lender, (ii) reductions of principal, interest or fees owing to such Lender, (iii) extensions of scheduled payments of any Loans (including at final

B-17

maturity) of such Lender or times for payment of interest or fees owing to such Lender, and (iv) modifications to the pro rata sharing and payment provisions, (b) the consent of all of the Lenders shall be required with respect to (i) releases of all or substantially all of the collateral or the value of the Guaranties provided by the Guarantors taken as a whole, and (ii) modifications to the assignment provisions or the voting percentages, (c) the approval of Lenders holding commitments and/or outstandings (as appropriate) representing more than 50% of the aggregate commitments and outstandings under a particular class or tranche of Senior Secured Credit Facilities shall be required with respect to any amendment or waiver that would result in the Lenders under such class or tranche receiving a lesser prepayment, repayment or commitment reduction relative to any other class or tranche of Senior Secured Credit Facilities and (d) amendments and waivers of the Financial Covenant and its component definitions (as used therein) require only the approval of the Lenders holding more than 50% of the aggregate commitments under the Revolving Credit Facility; provided that, if any of the matters described in clause (a) or (b) above is agreed to by the Required Lenders, the Borrower shall have the right to substitute any non-consenting Lender by requiring such non-consenting Lender’s Loans and commitments to be assigned, without further action of such non-Consenting Lender, at par, to one or more other institutions, subject to the assignment provisions described above, subject to repayment in full of all obligations of the Borrower owed to such Lender relating to the Loans and participations held by such Lender together with the payment by the Borrower to each non- consenting Lender of the applicable Prepayment Fee (if such assignment or repayment occurs prior to the date occurring six months after the Closing Date).

In addition, the Senior Secured Credit Documentation shall provide for the amendment (or amendment and restatement) of the Senior Secured Credit Documentation to provide for a new tranche of replacement term loans to replace all of the Term Loans of a given tranche under the Senior Secured Credit Facilities, subject to customary limitations (including as to tenor, weighted average life to maturity, “effective yield” and applicable covenants prior to the Term Loan Maturity Date), with the consent of the Administrative Agent, the Borrower and the Lenders providing such replacement term loans.

The Senior Secured Credit Documentation will contain customary “amend and extend” provisions pursuant to which the Borrower may extend commitments and/or outstandings and make technical changes and amendments to accomplish same with only the consent of the respective consenting Lenders; provided that, such offers to extend such commitments and/or outstandings is made to all similarly situated Lenders and, provided, further, that, it is understood that no existing Lender will have any obligation to commit to any such extension.

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	Any provision of the Senior Secured Credit Documentation may be amended by an agreement in writing entered into by the Borrower and the Administrative Agent to cure any ambiguity, omission, error, defect or inconsistency, so long as, in each case, the Lenders shall have received at least five business days’ prior written notice thereof and the Administrative Agent shall not have received, within five business days of the date of such notice to the Lenders, a written notice from the Required Lenders stating that the Required Lenders object to such amendment.
Defaulting Lenders:	If any Lender under the Revolving Credit Facility becomes a Defaulting Lender (to be defined on customary terms reasonably satisfactory to the Administrative Agent) at any time, then, so long as no default or event of default then exists, the exposure of such Defaulting Lender with respect to Swingline Loans and Letters of Credit will automatically be reallocated among the non-Defaulting Lenders under the Revolving Credit Facility pro rata in accordance with their commitments under the Revolving Credit Facility up to an amount such that the aggregate credit exposure of such non-Defaulting Lender under the Revolving Credit Facility does not exceed its commitment thereunder. In the event such reallocation does not fully cover the exposure of such Defaulting Lender (or such reallocation is not then permitted), the Swingline Lender or applicable issuing Lender may require the Borrower to repay or cash collateralize, as applicable, such “uncovered” exposure in respect of the Swingline Loans or Letter of Credit outstandings, as the case may be, and will have no obligation to make new Swingline Loans or issue new Letters of Credit, as applicable, to the extent such Swingline Loans or Letter of Credit outstandings, as applicable, would exceed the commitments of the non-Defaulting Lenders under the Revolving Credit Facility.
Indemnification; Expenses:	The Senior Secured Credit Documentation will contain customary indemnities for the Administrative Agent, the Lead Arrangers, the Lenders and their respective affiliates’ employees, directors, officers and agents (including, without limitation, customary LSTA withholding tax protection for U.S. taxes, all events gross up for non- U.S. taxes, and for all reasonable costs and expenses of the Lenders incurred after the occurrence, and during the continuance of, an event of default under the Senior Secured Credit Facilities), in each case (other than with respect to taxes) other than as a result of such person’s (or any of its related persons’) gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable decision.
	The Senior Secured Credit Documentation will require the Borrower to pay all reasonable and documented out-of-pocket expenses of the

B-19

	Administrative Agent, the Swingline Lender, the Lead Arrangers and the Lenders associated with the syndication of the Senior Secured Credit Facilities and the preparation, execution, delivery and administration of the Senior Secured Credit Documentation and any amendment or waiver with respect thereto and in connection with the enforcement of the Senior Secured Credit Documentation.
	Notwithstanding the foregoing, the Borrower shall not be responsible for the fees and expenses of more than one primary counsel to the Agents and the Lenders (and up to one local counsel in each applicable jurisdiction), unless a Lender or its counsel determines that it would create actual or potential conflicts of interest to not have individual counsel, in which case each Lender may have its own counsel which shall be reimbursed in accordance with the foregoing.
Governing Law and Forum; Submission to Exclusive Jurisdiction:	All Senior Secured Credit Documentation shall be governed by the internal laws of the State of New York. The Borrower and the Guarantors will submit to the exclusive jurisdiction and venue of any New York State court or Federal court sitting in the County of New York, Borough of Manhattan, and appellate courts thereof (except to the extent the Administrative Agent requires submission to any other jurisdiction in connection with the exercise of any rights under any security document or the enforcement of any judgment).
Counsel to Administrative Agent and the Lead Arrangers:	Latham & Watkins LLP.

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EXHIBIT C

Project Sage

$1,021.0 million Senior Bridge Facility

Summary of Principal Terms and Conditions²

Borrower:	Amsurg Corp. (the “Borrower”).
Agent:	Citi, acting through one or more of its branches or affiliates, will act as sole administrative agent (in such capacity, the “Bridge Facility Administrative Agent”) and Citi will act as syndication agent for a syndicate of banks, financial institutions and other lenders, excluding any Disqualified Institutions (the “Bridge Lenders”), and will perform the duties customarily associated with such roles.
Joint Lead Arrangers and Joint Bookrunners:	Citi, STRH, Merrill Lynch, Jefferies Finance and WFS will act as joint lead arrangers and joint bookrunners for the Senior Bridge Facility (the “Lead Bridge Arrangers”), and will perform the duties customarily associated with such roles.
Senior Bridge Facility:	Senior unsecured bridge loans in an aggregate principal amount of up to $1,021.0 million, less the aggregate gross cash proceeds from any Senior Notes and Securities (as defined in the Fee Letter) issued on or prior to the Closing Date, plus the Shortfall Amount, if any, less the Toggle Amount, if any, in each case as determined in accordance with the indenture governing the Existing Notes (the “Senior Bridge Loans”).
Purpose:	The proceeds of the Senior Bridge Loans will be used on the Closing Date solely to finance, in part, the Acquisition, the Refinancing and to pay the Transaction Costs.
Availability:	The Bridge Lenders will make the Senior Bridge Loans on the Closing Date in a single drawing. Amounts borrowed under the Senior Bridge Facility that are repaid or prepaid may not be reborrowed.
Guarantees:	Each existing and subsequently acquired or organized guarantor of the Borrower’s obligations under the Senior Secured Credit Facilities (each, a “Guarantor” and, collectively, the “Guarantors”) will guarantee (the “Guarantees”) the Senior Bridge Loans on a senior unsecured basis, subject to the same exceptions and limitations applicable to such Guarantors’ guarantees of the Borrower’s obligations under the Senior

²  All capitalized terms used but not defined herein have the meanings given to them in the Commitment Letter to which this term sheet is attached, including the other Exhibits thereto.

C-1

	Secured Credit Facilities. The Guarantees will be automatically released upon release of the corresponding guarantees of such obligations under the Senior Secured Credit Facilities or the other indebtedness that triggered the obligation to give a Guarantee; provided that such released Guarantees shall be reinstated if such released Guarantors are required to subsequently guarantee obligations under the Senior Secured Credit Facilities or such other indebtedness.
Security:	None.
Interest Rates:	The Senior Bridge Loans shall bear interest, reset quarterly, at the rate of the Adjusted LIBOR plus 6.00% per annum (the “Interest Rate”) and such spread over Adjusted LIBOR shall automatically increase by 0.50% for each period of three months (or portion thereof) after the Closing Date that Senior Bridge Loans are outstanding; provided, however, that the interest rate determined in accordance with the foregoing shall not exceed the Total Bridge Loan Cap (as defined in the Fee Letter) (excluding interest at the default rate as described below). “Adjusted LIBOR” on any date, means the greater of (i) 1.0% and (ii) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar deposits for a three-month period appearing on the LIBOR 01 page published by Reuters two business days prior to such date. Upon the occurrence of a Demand Failure Event (as defined in the Fee Letter), the outstanding Senior Bridge Loans shall automatically begin to accrue interest at the Total Bridge Loan Cap.
Interest Payments:	Interest on the Senior Bridge Loans will be payable in cash, quarterly in arrears.
Default Rate:	Overdue principal, interest and other amounts shall bear interest, after as well as before judgment, at a rate per annum equal to 2% plus the Interest Rate.
Conversion and Maturity:	Any outstanding amount under the Senior Bridge Loans will be required to be repaid on the earlier of (a) the closing date(s) of any permanent financing(s), but only to the extent of the net cash proceeds realized therefrom, and (b) the one year anniversary of the initial funding date of the Senior Bridge Loans (the “Bridge Loan Maturity Date”); provided, however, that if the Borrower has failed to raise permanent financing before the date set forth in (b) above, the Senior Bridge Loans shall be converted, subject

C-2

to the conditions outlined under “Conditions to Conversion” on Annex C-1 hereto, to a senior unsecured term loan facility (the “Senior Extended Term Loans”) with a maturity of seven years after the Conversion Date (as defined in Annex C-I hereto). At any time or from time to time on or after the Conversion Date, upon reasonable prior written notice from the Bridge Lenders and in a minimum principal amount of at least $100.0 million (or such lesser principal amount as represents all outstanding Senior Extended Term Loans), the Senior Extended Term Loans may be exchanged in whole or in part for senior unsecured exchange notes (the “Senior Exchange Notes”) having an equal principal amount and having the terms set forth in Annex C-II hereto. The Senior Extended Term Loans will be governed by the provisions of the Senior Bridge Documentation (as defined below) and will have the same terms as the Senior Bridge Loans except as expressly set forth in Annex C-I hereto. The Senior Exchange Notes will be issued pursuant to an indenture that will have the terms set forth on Annex C-II hereto.

Mandatory Prepayments:

The Borrower will prepay the Senior Bridge Loans at par, together with accrued interest to the prepayment date, with any of the following: (i) the net proceeds from the issuance of the Securities (as defined in the Fee Letter); provided that in the event any Bridge Lender or affiliate of a Bridge Lender purchases debt securities from the Borrower pursuant to a “Securities Demand” under the Fee Letter at an issue price above the level at which such Bridge Lender or affiliate has reasonably determined such Securities can be resold by such Bridge Lender or affiliate to a bona fide third party at the time of such purchase (and notifies the Borrower thereof), the net proceeds received by the Borrower in respect of such Securities may, at the option of such Bridge Lender or affiliate, be applied first to repay the Senior Bridge Loans held by such Bridge Lender or affiliate (provided that if there is more than one such Bridge Lender or affiliate then such net proceeds will be applied pro rata to repay the Senior Bridge Loans of all such Bridge Lenders or affiliates in proportion to such Bridge Lenders’ or affiliates’ principal amount of Securities purchased from the Borrower) prior to being applied to prepay the Senior Bridge Loans held by other Bridge Lenders; (ii) subject to prepayment requirements under the Senior Secured Credit Facilities, the net proceeds from any other indebtedness (including subordinated indebtedness) incurred by the Borrower and its restricted subsidiaries (other than the Revolving Credit Facility as in effect on the Closing Date and purchase money and other similar indebtedness permitted under the Senior Secured Credit Documentation); (iii)

C-3

	the net cash proceeds from the issuance of equity interests by, or equity contributions to, Borrower (other than equity contributed pursuant to employee stock plans); and (iv) subject to certain customary and other exceptions, reinvestment rights to be agreed upon and prepayment requirements under the Senior Secured Credit Facilities, the net proceeds from non-ordinary course asset sales by, and casualty events related to the property of, Borrower or any of its restricted subsidiaries (including sales of equity interests of any restricted subsidiary of the Borrower).
Voluntary Prepayments:	The Senior Bridge Loans may be prepaid at par prior to the Bridge Loan Maturity Date, in whole or in part, upon written notice, at the option of the Borrower, at any time, together with accrued interest to the prepayment date and break funding payments, if applicable.
Change of Control:	In the event of a Change of Control (to be defined in a manner consistent with the Senior Secured Credit Facilities), each Bridge Lender will have the right to require the Borrower, and the Borrower must offer, to prepay at par the outstanding principal amount of the Senior Bridge Loans plus accrued and unpaid interest thereon to the date of prepayment.
Assignments and Participations:	The Bridge Lenders shall have the right to assign their interest in the Senior Bridge Loans in whole or in part without the consent of the Borrower (other than to Disqualified Institutions); provided, however, that (i) prior to the date that is one year after the Closing Date and unless a Demand Failure Event in respect of the Senior Bridge Loans has occurred or a payment or bankruptcy event of default shall have occurred and be continuing, the consent of the Borrower shall be required with respect to any assignment (such consent not to be unreasonably withheld, delayed or conditioned) if, subsequent thereto, the Commitment Parties (together with their respective affiliates) would hold, in the aggregate, less than 50.1% of the outstanding Senior Bridge Loans and (ii) the Borrower shall be notified of such assignment. For any assignments for which the Borrower’s consent is required, such consent shall be deemed to have been given if the Borrower has not responded within ten business days of a written request for such consent. The Bridge Lenders shall have the right to participate their interest in the Senior Bridge Loans without restriction, other than customary voting limitations and, to the extent the list of Disqualified Institutions is made available to all Bridge Lenders

C-4

	to Disqualified Institutions. Participants will have the same benefits as the selling Bridge Lenders would have (and will be limited to the amount of such benefits) with regard to cost and yield protection, subject to customary limitations and restrictions.
Documentation:	The definitive credit documentation for the Senior Bridge Facility (the “Senior Bridge Documentation”) will be consistent with the Indenture, dated as of November 15, 2012, for the Existing Notes, as modified to (i) reflect the terms and conditions set forth herein and in the Commitment Letter (as modified by the “flex” provisions of the Fee Letter), (ii) take account of differences related to the operational requirements of Borrower, the Acquired Business and their respective subsidiaries in light of their size, industries, businesses, business practices (after giving effect to the Transaction) and (iii) operational and administrative changes reasonably required by the Bridge Facility Administrative Agent, the definitive terms of which will be negotiated in good faith (the “Bridge Documentation Principles”). Notwithstanding the foregoing, the Senior Bridge Documentation will contain only those mandatory repayments, representations, warranties, covenants and events of default expressly set forth (or referred to) in this Term Sheet (subject to modification in accordance with the “flex” provisions of the Fee Letter), and only the conditions to borrowing set forth or referred to in Section 5 of the Commitment Letter and in Exhibit D to the Commitment Letter (subject to the Funds Certain Provisions). For the avoidance of doubt, the Senior Bridge Documentation shall permit the Borrower and its subsidiaries to apply, distribute and use the proceeds received by the Borrower or any of its subsidiaries from any Qualified Offering (as defined in the Shareholders’ Agreement (as defined in the Acquisition Agreement)) in the manner set forth in Section 3.5 of the Shareholders’ Agreement (as defined in the Acquisition Agreement).
Conditions Precedent to Borrowing:	The conditions precedent in Section 5 of the Commitment Letter and on Exhibit D to the Commitment Letter, subject in each case to the Funds Certain Provisions.
Representations and Warranties:	The Senior Bridge Documentation will contain representations and warranties relating to the Borrower and its subsidiaries substantially similar to those contained in the Senior Secured Credit Facilities, with such changes as are appropriate to reflect the bridge loan nature of the Senior Bridge Loans (and in any event such representations and warranties shall be no more restrictive to the Borrower and its subsidiaries than those set forth in the Senior Secured Credit Facilities Documentation).

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Covenants:	The Senior Bridge Documentation will contain affirmative and incurrence-based negative covenants relating to the Borrower and its restricted subsidiaries consistent, to the extent applicable, consistent with the Bridge Documentation Principles and, in addition, a securities demand covenant consistent with the provision contained in the Fee Letter. In no event will the covenants be more restrictive to the Borrower and its restricted subsidiaries than those set forth in the Senior Secured Credit Facilities; provided that the negative covenants governing restricted payments, limitations on restricted payments and limitations on indebtedness shall be more restrictive than that applicable to the Senior Secured Credit Facilities prior to the Conversion Date. The Senior Bridge Documentation shall not contain any financial maintenance covenants.
Events of Default:	Customary for transactions of this type and consistent with the Bridge Documentation Principles, including, without limitation, payment defaults, covenant defaults, bankruptcy and insolvency, monetary judgments in an amount in excess of an amount to be agreed, cross acceleration of and failure to pay at final maturity other indebtedness aggregating an amount in excess of an amount to be agreed, subject to, in certain cases, customary thresholds and grace periods.
Voting:	Amendments and waivers of the Senior Bridge Documentation will require the approval of Bridge Lenders holding at least a majority of the outstanding Senior Bridge Loans, except that the consent of each affected Bridge Lender will be required for, among other things, (i) reductions of principal, interest rates or fees, (ii) extensions of the Bridge Loan Maturity Date, (iii) additional restrictions on the right to exchange Senior Extended Term Loans for Senior Exchange Notes or any amendment of the rate of such exchange or (iv) any amendment to the Senior Exchange Notes that requires (or would, if any Senior Exchange Notes were outstanding, require) the approval of all holders of Senior Exchange Notes.
Cost and Yield Protection:	To conform to the Senior Secured Credit Facilities.
Expenses and Indemnification:	To conform to the Senior Secured Credit Facilities.
Governing Law and Forum; Submission to Exclusive Jurisdiction:	All Senior Bridge Documentation shall be governed by the internal laws of the State of New York. The Borrower and the Guarantors will submit to the exclusive jurisdiction and venue of any New York State court or Federal court sitting in the County of New York, Borough of Manhattan, and appellate courts thereof.

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Counsel to the Bridge Facility Administrative Agent and the Lead Bridge Arrangers: Latham & Watkins LLP.

C-7

ANNEX C-I

Senior Extended Term Loans

Borrower:	Same as Senior Bridge Loans.
Guarantees:	Same as Senior Bridge Loans.
Security:	None.
Facility:	Subject to “Conditions to Conversion” below, the Senior Bridge Loans will convert into senior unsecured extended loans (the “Senior Extended Term Loans”) in an initial principal amount equal to 100% of the outstanding principal amount of the Senior Bridge Loans on the one year anniversary of the Closing Date (the “Conversion Date”). Subject to the conditions precedent set forth below, the Senior Extended Term Loans will be available to the Borrower to refinance the Senior Bridge Loans on the Conversion Date. The Senior Extended Term Loans will be governed by the Senior Bridge Documentation and, except as set forth below, shall have the same terms as the Senior Bridge Loans.
Maturity:	Seven years from the Conversion Date (the “Final Maturity Date”).
Interest Rate:	The Senior Extended Term Loans shall bear interest, payable in cash semi-annually, in arrears at a fixed rate per annum equal to the Total Bridge Loan Cap.
Covenants, Events of Default and Prepayments:	From and after the Conversion Date, the covenants, events of default and mandatory prepayment provisions applicable to the Senior Extended Term Loans will conform to those applicable to the Senior Exchange Notes (described on Annex C-II), except with respect to the right to exchange Senior Extended Term Loans for Senior Exchange Notes; provided that the optional prepayment provisions applicable to the Senior Bridge Loans shall remain applicable to the Senior Extended Term Loans.
Conditions to Conversion:	One year after the Closing Date, unless (A) the Borrower or any significant subsidiary thereof is subject to a bankruptcy or other insolvency proceeding or (B) there exists a payment default (whether or not matured) with respect to the Senior Bridge Loans or any fees payable thereunder, the Senior Bridge Loans shall convert into the Senior Extended Term Loans; provided, however, that if an event described in clause (B) is continuing at the scheduled Conversion Date but the applicable grace period, if any, set forth in the events of default provision of the Senior

C-I-1

Bridge Documentation has not expired, the Conversion Date shall be deferred until the earlier to occur of (i) the cure of such event or (ii) the expiration of any applicable grace period.

C-I-2

ANNEX C-II

Senior Exchange Notes

Issuer:	Same as Borrower under Senior Extended Term Loans.
Guarantees:	Same as Senior Extended Term Loans.
Maturity:	Seven years from the Conversion Date.
Security:	None.
Interest Rate; Redemption:	Each Senior Exchange Note will bear interest, payable in cash semi-annually in arrears, at a fixed rate per annum equal to the Total Bridge Loan Cap. Except as set forth below, the Senior Exchange Notes will be non-callable until the third anniversary of the Closing Date and will be callable thereafter at par plus accrued interest plus a premium equal to three-fourths of the coupon of the Senior Exchange Notes, declining ratably to par on the date that is two years prior to maturity of the Senior Exchange Notes. The Senior Exchange Notes will provide for mandatory repurchase offers customary for publicly traded high yield debt securities. Prior to the third anniversary of the Closing Date, the Borrower may redeem up to 35% of such Senior Exchange Notes with the proceeds from an equity offering at a redemption price equal to par plus accrued interest plus a premium equal to 100% of the coupon in effect on such Senior Exchange Notes. Prior to the third anniversary of the Closing Date, the Borrower may redeem such Senior Exchange Notes at a make-whole price based on U.S. Treasury notes with a maturity closest to the third anniversary of the Closing Date plus 50 basis points plus accrued interest. Prior to a Demand Failure Event, any Senior Exchange Notes held by the Commitment Parties or their respective affiliates (other than (x) asset management affiliates purchasing Senior Exchange Notes in the ordinary course of their business as part of a regular distribution of the Senior Exchange Notes (“Asset Management Affiliates”) and (y) Senior Exchange Notes acquired pursuant to bona fide open market purchases from third parties or market making activities), shall be prepayable and/or subject to redemption in whole or in part at par plus accrued interest on a non-ratable basis so long as such Senior Exchange Notes are held by them.

C-II-1

Offer to Repurchase Upon a Change of Control:	The Issuer will be required to make an offer to repurchase the Senior Exchange Notes following the occurrence of a “change of control” (to be defined in the same manner as in the indenture governing the Existing Notes) at a price in cash equal to 101% of the outstanding principal amount thereof, plus accrued and unpaid interest to the date of repurchase; provided that Senior Exchange Notes held by the Commitment Parties or their respective affiliates (other than Asset Management Affiliates or Senior Exchange Notes acquired pursuant to bona fide open market purchases from third parties or market making activities) shall be subject to prepayment at par, plus accrued and unpaid interest to the date of repurchase.
Defeasance and Discharge Provisions:	Customary for publicly traded high yield debt securities.
Modification:	Customary for publicly traded high yield debt securities.
Registration Rights:	Within 270 days after the issue date of the Senior Exchange Notes, the Borrower shall file a shelf registration statement with the Securities and Exchange Commission and/or effect an exchange offer whereby the Borrower has offered registered notes having terms identical to the Senior Exchange Notes (“Substitute Notes”) in exchange for all outstanding Senior Exchange Notes (it being understood that a shelf registration statement is required to be made available in respect of Senior Exchange Notes the holders of which could not receive Substitute Notes through the exchange offer that, in the opinion of counsel, would be freely saleable by such holders without registration or requirement for delivery of a current prospectus under the Securities Act of 1933, as amended). If a shelf registration statement is filed or required to be filed, the Borrower shall use its reasonable best efforts to cause such shelf registration statement to be declared effective within 90 days of such filing and keep such shelf registration statement effective, with respect to resales of the Senior Exchange Notes, until the earlier of the date all Senior Exchange Notes registered thereby have been resold and the date that is two years from the Conversion Date. Upon failure to comply with the requirements of the registration rights agreement (a “Registration Default”), the Borrower shall pay liquidated damages to each holder of Senior Exchange Notes with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to one-quarter of one percent (0.25%) per annum on the principal amount of Senior Exchange Notes held by such holder. The amount of the liquidated damages will increase by an additional one-quarter of one

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	percent (0.25%) per annum on the principal amount of Senior Exchange Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of liquidated damages for all Registration Defaults of 1.0% per annum.
Right to Transfer Exchange Notes:	The holders of the Senior Exchange Notes shall have the absolute and unconditional right to transfer such Senior Exchange Notes in compliance with applicable law to any third parties.
Covenants:	The indenture governing the Senior Exchange Notes will include provisions customary for an indenture governing publicly traded high yield debt securities issued by issuers of comparable creditworthiness and taking into account then prevailing market conditions (including in respects of baskets and carveouts to such covenants), and shall be no more restrictive than those contained in the Senior Secured Credit Facilities and substantially the same as in the indenture governing the Existing Notes.
Events of Default:	Customary for publicly traded high yield debt securities.

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EXHIBIT D

Project Sage

Additional Conditions Precedent

Capitalized terms used in this Exhibit D but not defined herein shall have the meanings set forth in the Commitment Letter to which this Exhibit D is attached and in the other Exhibits to the Commitment Letter.

The initial borrowing under the Facilities shall be subject to the following additional conditions precedent:

1. (a) As a condition to the closing of the Senior Secured Credit Facilities only, subject to the Funds Certain Provisions and the Documentation Considerations set forth in the Commitment Letter, (x) the execution and delivery by the Borrower and the Guarantors (as such terms are defined in Exhibit B) of the Senior Secured Credit Documentation, which shall be in accordance with the terms of the Commitment Letter and Exhibit B (as modified to reflect any exercise of the “Market Flex Provisions” under the Fee Letter) and (y) delivery to the Administrative Agent of (i) customary lien searches, borrowing notices, customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions of formation/organization, in each case with respect to the Borrower and the Guarantors (to the extent applicable) (as such terms are defined in Exhibit B) and (ii) a solvency certificate, dated as of the Closing Date and after giving effect to the Transaction, substantially in the form attached as Exhibit E, from a director or senior financial officer of the Borrower. Subject to the Funds Certain Provisions, all documents and instruments required to create and perfect the Administrative Agent’s security interest in the Collateral shall have been executed and delivered by the Borrower and the Guarantors (as such terms are defined in Exhibit B) and, if applicable, be in proper form for filing.

(b) As a condition to the closing of the Senior Bridge Facility only, subject to the Funds Certain Provisions and the Bridge Documentation Principles set forth in the Commitment Letter, (x) the execution and delivery by the Borrower and the Guarantors (as such terms are defined in Exhibit C) of the Senior Bridge Documentation, which shall be in accordance with the terms of the Commitment Letter and Exhibit C (as modified to reflect any exercise of the “Market Flex Provisions” under the Fee Letter) and (y) delivery to the Bridge Facility Administrative Agent of (i) customary borrowing notices, customary legal opinions, customary officer’s closing certificates, organizational documents, customary evidence of authorization and good standing certificates in jurisdictions of formation/organization, in each case with respect to the Borrower and the Guarantors (to the extent applicable) (as such terms are defined in Exhibit C) and (ii) a solvency certificate, dated as of the Closing Date and after giving effect to the Transaction, substantially in the form attached as Exhibit E, from a director or senior financial officer of the Borrower.

2. Substantially concurrently with the initial funding under the Facilities, the Merger shall be consummated in accordance with the terms and conditions of the Purchase Agreement and Agreement and Plan of Merger among the Borrower, Merger Sub and the Target dated as of

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May 29, 2014 (together with all exhibits, annexes, schedules and other disclosure letters thereto and after giving effect to any alteration, amendment, modification, supplement or waiver, the “Acquisition Agreement”) without giving effect to any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Merger Sub, if such alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Merger Sub is adverse to the interests of the Lenders (in their capacities as such) in any material respect, without the prior written consent of the Agents (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (a) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Merger Sub under the Acquisition Agreement that results in a reduction in the amount described in Section 3.1 of the Acquisition Agreement (the “Purchase Price”) shall not be deemed to be materially adverse to the interests of the Lenders; provided that, any such reduction in the Purchase Price shall be applied to reduce the Senior Secured Term Facility and the Senior Bridge Facility pro rata, or (b) any alteration, amendment, modification, supplement or express waiver or consent granted by the Borrower or Merger Sub under the Acquisition Agreement that results in an increase in the Purchase Price shall be deemed not to be materially adverse to the interests of the Lenders; provided that, any such increases shall be funded solely by the issuance by the Borrower of common equity.

4. Substantially concurrently with the initial borrowing under the Facilities, the Refinancing shall have been consummated, and all commitments, security interests and guaranties in connection therewith shall have been terminated and released (or have been authorized to be released pursuant to a customary payoff letter). After giving effect to the consummation of the Transaction, the Borrower and its subsidiaries (including, without limitation, the Acquired Business) shall have no outstanding preferred equity or debt for borrowed money, except for preferred equity of the Borrower issued in accordance with the terms and conditions of the Acquisition Agreement and debt for borrowed money incurred pursuant to (i) the Facilities (and other debt permitted to be outstanding on the Closing Date under the Facilities), (ii) the Senior Notes, (iii) the Existing Notes, (iv) debt of the Acquired Business permitted to be incurred or outstanding by the Acquisition Agreement and not subject to the Refinancing, (v) working capital facilities, capital leases and indebtedness incurred in the ordinary course, and (vi) debt otherwise permitted by the Agents.

5. The Lead Arrangers shall have received (a) audited consolidated balance sheets of each of the Borrower and its consolidated subsidiaries and of Target and its consolidated subsidiaries, in each case as at the end of, and related statements of income and cash flows of each of the Borrower and its consolidated subsidiaries and the Target and its consolidated subsidiaries, in each case for, the most recent three fiscal years ended at least 90 days prior to the Closing Date and (b) unaudited consolidated balance sheets of each of the Borrower and its consolidated subsidiaries and of Target and its consolidated subsidiaries, in each case as at the end of, and related statements of income and cash flows of each of the Borrower and its consolidated subsidiaries and the Target and its consolidated subsidiaries, in each case for, for each fiscal quarter ended after December 31, 2013 and ended at least 45 days prior to the Closing Date. The Lead Arrangers hereby acknowledge receipt of all audited financial statements referred to in clause (a) above for the fiscal years ended December 31, 2011, December 31, 2012 and December 31, 2013.

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6. The Lead Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Borrower as of, and for the twelve-month period ending on, the last day of the most recently completed four-fiscal quarter period for which financial information pursuant to paragraph 5 above has been delivered, prepared after giving effect to the Transaction as if the Transaction had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such income statements), which need not be prepared in compliance with Regulation S-X of the Securities Act of 1933, as amended, or include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)).

7. As a condition to the closing of the Senior Bridge Facility only, (a) the Investment Bank (as defined in the Fee Letter) shall have received a draft preliminary offering memorandum or preliminary private placement memorandum (collectively, the “Offering Documents”) suitable for use in a customary “high-yield road show” relating to the Senior Notes, in each case, which contains all financial statements and other data to be included therein (including all audited financial statements, all unaudited financial statements (which shall have been reviewed by the independent accountants as provided in Statement on Auditing Standards No. 100) and all appropriate pro forma financial statements prepared in accordance with generally accepted accounting principles in the United States and prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended, unless otherwise agreed, and, except as otherwise agreed by the Investment Bank, all other data (including selected financial data) that is customarily included in preliminary offering memoranda for non-registered “high yield” debt offerings (it being understood that none of such information need include (1) any financial statements or information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X, (2) Compensation Discussion and Analysis or other information required by Item 402 of Regulation S-K, (3) the executive compensation and related person disclosure rules related to SEC Release Nos. 33-8732A, 34-54302A and IC-27444A or (4) a business description (other than in summary form) or Management Discussion and Analysis of Financial Condition and Results of Operations relating to Target and its consolidated subsidiaries), or that would be necessary for the Investment Bank to receive customary (for high yield debt securities) “comfort” (including “negative assurance” comfort) from Borrower’s independent accountants and the independent accountants for the Target in connection with the offering of the Senior Notes (and the Borrower shall have made commercially reasonable efforts to arrange for the delivery of such comfort or, if no Senior Notes were issued, a draft thereof) (“Required Notes Information”)); provided that this condition shall be deemed satisfied if such Offering Documents exclude the “Description of Notes” and other sections that would customarily be provided by the Investment Banks or their counsel, but is otherwise complete, and (b) the Investment Bank shall have been afforded a period (the “Notes Marketing Period”) of at least 10 consecutive business days prior to the Closing Date following receipt of (1) an Offering Document including the information described in clause (a) above and (2) a notification from the Borrower as to whether there will be a Shortfall Amount or Toggle Amount, and if so, the amount of such Shortfall Amount or Toggle Amount, together with the supporting documentation for the determination of such Shortfall Amount or Toggle Amount, to seek to place the Senior Notes with qualified purchasers thereof (it being understood that the Borrower may deliver multiple notices and/or replace existing notices to the extent the Notes Marketing Period restarts upon such delivery or replacement, as applicable); provided that the entirety of such period shall occur prior to August 16, 2014 or after September 2, 2014, and July 3, 2014 shall not be deemed a business day for purposes of this period.

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8. To the extent invoiced at least two business days prior to the Closing Date, all costs, fees, expenses (including, without limitation, legal fees and expenses) and other compensation contemplated by the Commitment Letter and the Fee Letter, payable to each Agent (and counsel thereto) and the Lenders shall have been paid to the extent due.

9. The Agents shall have received, at least 3 business days prior to the Closing Date, all documentation and other information about the Borrower and the Guarantors that the Agents reasonably determine is required by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act, to the extent requested in writing by the Agents at least 10 business days prior to the Closing Date.

10. The Specified Representations shall be true and correct in all material respects and the Acquisition Agreement Target Representations shall be true and correct in all material respects but only to the extent required by Funds Certain Provisions (except in the case of any such representation which expressly relates to a given date or period, such representation shall be true and correct in all material respects as of the respective date or for the respective period, as the case may be (it being understood that with respect to any such representations already qualified by materiality or Partnership Material Adverse Effect, such representations shall be true and correct in all respects as of the applicable date)).

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EXHIBIT E

AMSURG CORP.

SOLVENCY CERTIFICATE

[DATE]

This Solvency Certificate (this “Certificate”) is furnished to the Administrative Agent and the Lenders pursuant to Section [        ] of the Credit Agreement, dated as of             ,         , among [                    ] (the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this Certificate shall have the meanings set forth in the Credit Agreement.

I, [                    ], [director/authorized signatory] of the Borrower (after giving effect to the Transactions), in that capacity only and not in my individual capacity (and without personal liability), DO HEREBY CERTIFY on behalf of the Borrower that as of the date hereof, after giving effect to the consummation of the Transactions (including the execution and delivery of the Acquisition Agreement and the Credit Agreement, the making of the Loans and the use of proceeds of such Loans on the date hereof):

1. The fair value of the assets of the Borrower and its Restricted Subsidiaries on a consolidated basis will exceed their consolidated debts and liabilities, subordinated, contingent or otherwise.

2. The present fair saleable value of the property of the Borrower and its Restricted Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability on their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured.

3. The Borrower and its Restricted Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the business in which they are engaged as such business is now conducted and is proposed to be conducted following the Closing Date.

4. The Borrower and its Restricted Subsidiaries on a consolidated basis will not have incurred and do not intend to incur, or believe that they will incur, any debts and liabilities, subordinated, contingent or otherwise, including current obligations, that they do not believe that they will be able to pay (based on their assets and cash flow) as such debts and liabilities become due (whether at maturity or otherwise).

5. In reaching the conclusions set forth in this Certificate, the undersigned has (i) reviewed the Credit Agreement, (ii) reviewed the financial statements (including the pro forma financial statements) referred to in Section [        ] of the Credit Agreement (the “Financial Statements”) and (iii) made such other investigations and inquiries as the undersigned has deemed appropriate. The undersigned is familiar with the financial performance and business of the Borrower and its Restricted Subsidiaries.

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6. The Borrower is not subject to bankruptcy, insolvency, voluntary or judicial liquidation, composition with creditors, controlled management, reprieve from payment, general settlement with creditors, reorganization or similar proceedings affecting the rights of creditors generally and no application has been made or is to be made by its directors or, as far as he is aware, by any other person for the appointment of a receiver, trustee or similar officer pursuant to any voluntary or judicial insolvency, winding-up, liquidation or similar proceedings.

IN WITNESS WHEREOF, I have executed this Certificate this as of the date first written above.

AMSURG CORP.

By:

Name:

Title:

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