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): July 2, 2014 (June 27, 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 27, 2014, AmSurg Corp., a Tennessee corporation (the “Company”), entered into an amendment (the “Revolving Credit Agreement Amendment”) to its Revolving Credit Agreement, dated May 28, 2010, as amended (the “Revolving Credit Agreement”), with the lenders party thereto and SunTrust Bank, in its capacity as administrative agent (“Administrative Agent”) to (i) permit AmSurg Escrow Corp., a Tennessee corporation and wholly-owned subsidiary of the Company (the “New Subsidiary”) to issue indebtedness to finance a portion of the purchase price payable in connection with the Sheridan Transaction (as defined in the Revolving Credit Agreement Amendment), (ii) exempt the New Subsidiary from being deemed a Subsidiary (as defined in the Revolving Credit Agreement) for purposes of compliance with the negative covenants contained in the Revolving Credit Agreement, (iii) exclude any Indebtedness (as defined in the Revolving Credit Agreement) of the New Subsidiary for purposes of determining compliance with the financial covenants contained in the Revolving Credit Agreement and (iv) permit the Company to make investments in the New Subsidiary in an aggregate amount necessary to pay accrued interest on the Sheridan Acquisition Indebtedness (as defined in the Revolving Credit Agreement Amendment) through a certain date set forth in the Revolving Credit Agreement Amendment. The terms of the Revolving Credit Agreement Amendment are more fully described in the Revolving Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

On June 27, 2014, the Company entered into an amendment (the “Note Purchase Agreement Amendment”) to its Note Purchase Agreement, dated May 28, 2010, as amended (the “Note Purchase Agreement”), with the holders of Notes (as defined in the Note Purchase Agreement) (the “Noteholders”) to (i) permit the New Subsidiary to issue indebtedness to finance a portion of the purchase price payable in connection with the Sheridan Transaction (as defined in the Note Purchase Agreement Amendment), (ii) exempt the New Subsidiary from being deemed a Subsidiary (as defined in the Note Purchase Agreement) for purposes of compliance with the negative covenants contained in the Note Purchase Agreement, (iii) exclude any Indebtedness (as defined in the Note Purchase Agreement) of the New Subsidiary for purposes of determining compliance with the financial covenants contained in the Note Purchase Agreement and (iv) permit the Company to make investments in the New Subsidiary in an aggregate amount necessary to pay accrued interest on the Sheridan Acquisition Indebtedness (as defined in the Note Purchase Agreement Amendment) through a certain date set forth in the Note Purchase Agreement Amendment. The terms of the Note Purchase Agreement Amendment are more fully described in the Note Purchase Agreement Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 27, 2014, the Company entered into an amendment to its Revolving Credit Agreement, the material terms and conditions of which are described in Item 1.01 of this Current Report on Form 8-K and are incorporated by reference into this Item 2.03.

On June 27, 2014, the Company entered into an amendment to its Note Purchase Agreement, the material terms and conditions of which are described in Item 1.01 of this Current Report on Form 8-K and are incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On July 2, 2014, the Company issued a press release announcing that it had closed its concurrent public offerings of 9,775,000 shares of its common stock and 1,725,000 shares of its 5.250% Mandatory Convertible Preferred Stock, Series A-1. Included in these amounts are 1,275,000 shares of common stock and 225,000 shares of Mandatory Convertible Preferred Stock, Series A-1, sold pursuant to the underwriters’ exercise in full of their options to purchase additional shares in each offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Exhibits.

(d)

10.1	Seventh Amendment to Revolving Credit Agreement and Limited Consent, dated as of June 27, 2014, among AmSurg Corp., the banks and other financial institutions from time to time party thereto, and SunTrust Bank, in its capacity as Administrative Agent for the lenders.
10.2	Fifth Amendment to Note Purchase Agreement and Limited Consent, dated as of June 27, 2014, among AmSurg Corp. and the holders of Notes party thereto.
99.1	Press release of AmSurg Corp., issued July 2, 2014.

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/ Kevin D. Eastridge
	Kevin D. Eastridge
	Kevin D. Eastridge
	Senior Vice President, Finance and Chief Accounting Officer

Date: July 2, 2014

Exhibits

10.1	Seventh Amendment to Revolving Credit Agreement and Limited Consent, dated as of June 27, 2014, among AmSurg Corp., the banks and other financial institutions from time to time party thereto, and SunTrust Bank, in its capacity as Administrative Agent for the lenders.
10.2	Fifth Amendment to Note Purchase Agreement and Limited Consent, dated as of June 27, 2014, among AmSurg Corp. and the holders of Notes party thereto.
99.1	Press release of AmSurg Corp., issued July 2, 2014.

EX-10.1

Exhibit 10.1

EXECUTION VERSION

SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT

AND LIMITED CONSENT

THIS SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND LIMITED CONSENT is dated as of June 27, 2014 (this “Amendment”) by and among AMSURG CORP., a Tennessee corporation (the “Borrower”), each of the “Lenders” party to the Credit Agreement defined below (the “Lenders”) and SUNTRUST BANK, in its capacity as administrative agent for the Lenders (the “Administrative Agent”).

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Revolving Credit Agreement dated as of May 28, 2010, as amended from time to time prior to the date hereof, among the Borrower, the Lenders party thereto and the Administrative Agent (as so amended, the “Credit Agreement”; capitalized terms used herein and not otherwise defined herein shall have the respective definitions given them in the Credit Agreement);

WHEREAS, the Borrower, Arizona Merger Corporation, a Delaware corporation, and Arizona II Merger Corporation, a Delaware corporation, entered into a Purchase Agreement and Agreement and Plan of Merger dated as of May 29, 2014 (the “Merger Agreement”) with Sunbeam GP Holdings, LLC, a Delaware limited liability company, Sunbeam GP LLC, a Delaware limited liability company, Sunbeam Holdings, L.P., a Delaware limited partnership, Sunbeam Primary Holdings, Inc., a Delaware corporation, and HFCP VI Securityholders’ Rep LLC, for the purpose of acquiring certain equity interests, assets and liabilities as more particularly set forth in the Merger Agreement (the “Sheridan Transaction”);

WHEREAS, the Borrower intends to create a new Wholly Owned Subsidiary, AmSurg Escrow Corp., a Tennessee corporation (the “New Subsidiary”), for the purpose of issuing Indebtedness to finance a portion of the purchase price payable in connection with the Sheridan Transaction;

WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend or otherwise modify certain terms and provisions of the Credit Agreement on the terms and conditions more particularly set forth below; and

WHEREAS, in connection with the Sheridan Transaction, the Borrower has requested that the Administrative Agent and Lenders waive the New Subsidiary’s obligation to comply with Section 5.10 of the Credit Agreement and amend the Credit Agreement in certain respects, all as more particularly set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1. Specific Amendments to Credit Agreement.

(a) Section 1.1. of the Credit Agreement is hereby amended by adding the following new definition in the appropriate alphabetical order:

“Sheridan Transaction” means the acquisition by Borrower of certain equity interests, assets and liabilities pursuant to that certain Purchase Agreement and Agreement and Plan of Merger dated as of May 29, 2014, by and among the Borrower, Arizona Merger Corporation, a Delaware corporation, and Arizona II Merger Corporation, a Delaware corporation, Sunbeam GP Holdings, LLC, a Delaware limited liability company, Sunbeam GP LLC, a Delaware limited liability company, Sunbeam Holdings, L.P., a Delaware limited partnership, Sunbeam Primary Holdings, Inc., a Delaware corporation and HFCP VI Securityholders’ Rep LLC.

(b) The Credit Agreement is hereby amended by adding the following new Section 7.19 to the Credit Agreement as follows:

7.19 Holdco. The Borrower will not permit AmSurg Escrow Corp., a Tennessee corporation, to (i) engage in any trade or business other than the issuance of Indebtedness to finance a portion of the purchase price of the Sheridan Transaction (such Indebtedness, the “Sheridan Acquisition Indebtedness”), (ii) own any assets other than cash and cash equivalents to the extent resulting from the issuance of the Sheridan Acquisition Indebtedness, or (iii) use the proceeds of any cash or cash equivalents received from the issuance of the Sheridan Acquisition Indebtedness for any purpose other than to pay a portion of the purchase price payable in connection with the Sheridan Transaction.

Section 2. Consent. The Lenders hereby consent and agree that, notwithstanding the terms of the Credit Agreement: (i) solely for purposes of compliance with the negative covenants contained in Article VII of the Credit Agreement (other than Section 7.19), the New Subsidiary will be deemed not to be a Subsidiary of the Borrower, (ii) any Indebtedness of the New Subsidiary will be excluded for all purposes of the Credit Agreement (other than Section 8.1(f)) and the other Loan Documents, including without limitation, determining compliance with the financial covenants contained in Article VI of the Credit Agreement, (iii) any Liens granted by the New Subsidiary to secure its issuance of the Sheridan Acquisition Indebtedness shall not be subject to the provisions of Section 5.14 of the Credit Agreement and (iv) the Borrower shall be permitted to make an Investment in cash in the New Subsidiary in an aggregate amount necessary (but only in an amount necessary) to pay the accrued interest on the Sheridan Acquisition Indebtedness through the Outside Date (as defined below); provided, however, that neither the Borrower nor any of its Subsidiaries (other than the New Subsidiary): (a) shall guarantee or provide any other credit support for the Sheridan Acquisition Indebtedness or (b) grant a Lien in any of their respective assets to secure any of the Sheridan Acquisition Indebtedness. The consent and agreement contained in this Section 2 is limited in nature and shall only be effective for the period from the date of the effectiveness of this Amendment through the earlier of: (x) the date of termination of the escrow agreement entered into by the New Subsidiary with respect to the Sheridan Acquisition Indebtedness and (y) November 29, 2014 (the “Outside Date”). The Borrower acknowledges and agrees that the consent and agreement contained in this Section shall not be deemed to be or constitute a consent or agreement to any future action or inaction on the part of the Borrower or any of its Subsidiaries that might result in a Default or Event of Default, and, except as expressly provided therein, shall not constitute a waiver of any covenant, term or provision in the Credit Agreement or any other Loan Document, or hinder, restrict or otherwise modify the rights and remedies of the Lenders or the Administrative Agent following the occurrence of any Default or Event of Default.

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Section 3. Conditions Precedent. The effectiveness of this Amendment is subject to the truth and accuracy of the representations set forth in Section 4 below and receipt by the Administrative Agent of each of the following, each of which shall be in form and substance satisfactory to Administrative Agent:

(i) This Amendment duly executed by the Borrower, the Required Lenders and the Administrative Agent;

(ii) A Reaffirmation of Obligations Under Loan Documents duly executed by the Borrower and each other Loan Party; and

(ii) The Administrative Agent shall have received a duly executed copy of an amendment to the Note Purchase Agreement, in form and substance satisfactory to the Administrative Agent and its counsel.

Section 4. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a) Authorization, etc. Each of the Borrower and the other Loan Parties have the right and power, and have taken all necessary action to authorize them, to execute and deliver this Amendment and to perform their respective obligations hereunder, under the Credit Agreement, as amended by this Amendment, under the Subsidiary Guarantee Agreement, and the other Loan Documents to which they are a party in accordance with their respective terms. This Amendment has been duly executed and delivered by each Loan Party a party hereto. This Amendment, the Credit Agreement, as amended by this Amendment, and the Subsidiary Guarantee Agreement, each constitute the valid and binding obligations of the Loan Parties party thereto, enforceable against them in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

(b) Approvals and No Conflict. The execution and delivery by the Borrower and the other Loan Parties of this Amendment and the performance by the Borrower and the other Loan Parties, as applicable, of this Amendment, the Credit Agreement, as amended by this Amendment, and the Subsidiary Guarantee Agreement, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any consent or approval of, registration or filing with, or any action by, any Governmental Authority or any other Person or violate any Requirements of Law applicable to the Loan Parties or any judgment, order or ruling of any Governmental Authority; (ii) violate or result in a default under any Material Contract binding on the Loan Parties or any of their assets or give rise to a right thereunder to require any payment to be made by the Loan Parties; or (iii) result in the creation or imposition of any Lien on any asset of the Loan Parties.

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(c) Reaffirmation. As of the date of this Amendment and immediately after giving effect to this Amendment, all representations and warranties of each Loan Party set forth in the Loan Documents is true and correct in all material respects (except to the extent that any such representation or warranty expressly relates to a specified earlier date, in which case such representation or warranty shall be true and correct as of such earlier date).

(d) No Default. As of the date hereof and immediately after giving effect to this Amendment, no Default or Event of Default shall exist.

(e) No Impairment of Liens. The execution, delivery, performance and effectiveness of this Amendment will not: (a) impair the validity, effectiveness or priority of the Liens granted pursuant to any Loan Document, and such Liens continue unimpaired with the same priority to secure repayment of all of the applicable Obligations, whether heretofore or hereafter incurred, and (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens.

(f) No Material Adverse Effect. Since the date of the most recent financial statements of the Borrower described in Section 5.1(a) of the Credit Agreement, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect.

(g) Disclosure. The Loan Parties have disclosed to the Lenders all agreements, instruments, and corporate or other restrictions to which the Loan Parties or any of their Subsidiaries are subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither this Amendment nor any other Loan Document contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which such statements were made.

Section 5. Payment of Fees and Expenses. The Borrower agrees to pay or reimburse the Administrative Agent for its reasonable out-of-pocket fees, costs and expenses (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) incurred in connection with the preparation, negotiation, execution and delivery of this Amendment and the other documents and agreements executed and delivered in connection herewith.

Section 6. Release. In consideration of the amendments contained herein, the Borrower, for itself and each of the other Loan Parties, hereby waives and releases each of the Lenders, the Administrative Agent and the Issuing Bank from any and all claims and defenses, known or unknown as of the date hereof, with respect to the Credit Agreement, the Subsidiary Guarantee Agreement and the other Loan Documents and the transactions contemplated thereby.

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Section 7. Effect; Ratification.

(a) Except as expressly herein amended, the terms and conditions of the Credit Agreement, the Subsidiary Guarantee Agreement and the other Loan Documents remain unchanged and continue to be in full force and effect. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein. The Credit Agreement and the Subsidiary Guarantee Agreement are hereby ratified and confirmed in all respects. Each reference to the Credit Agreement in any of the Loan Documents (including the Credit Agreement) shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment. This Amendment is a Loan Document.

(b) Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents, or constitute a course of conduct or dealing among the parties. The Administrative Agent and the Lenders reserve all rights, privileges and remedies under the Loan Documents.

(c) Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and satisfaction of any of the Obligations or to modify, affect or impair the perfection, priority or continuation of the security interests in, security titles to or other Liens on any collateral (including the Collateral) securing the Obligations.

(d) This Amendment constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.

(e) This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

Section 8. Reaffirmation of Obligations under Loan Documents.

(a) The Borrower, on behalf of each of the Loan Parties hereby: (i) agrees that the amendments contained in this Amendment shall not in any way affect the validity and/or enforceability of any Loan Document, or reduce, impair or discharge the obligations of such Person thereunder; (ii) reaffirms its continuing obligations owing to the Administrative Agent and the Lenders under each of the other Loan Documents to which such Person is a party; and (iii) confirms that the liens and security interests created by the Loan Documents continue to secure the Obligations.

(b) Each of the undersigned Wholly Owned Subsidiaries hereby represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties applicable to such Wholly Owned Subsidiary made by the Borrower in Section 4 of this Amendment are true and correct.

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Section 9. Further Assurances. The Borrower agrees to, and to cause any Loan Party to, take all further actions and execute such other documents and instruments as the Administrative Agent may from time to time reasonably request to carry out the transactions contemplated by this Amendment, the Loan Documents and all other agreements executed and delivered in connection herewith.

Section 10. Miscellaneous. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TENNESSEE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Section 11. Severability. In case any provision of or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to Revolving Credit Agreement and Limited Consent to be duly executed by their respective authorized officers as of the day and year first above written.

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

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER: SUNTRUST BANK as Administrative Agent, as Issuing Bank,     and as a Lender
By:	/s/ Katherine Bass
Name:	Katherine Bass
Title:	Director

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
REGIONS BANK
By:	/s/ Peter P. Little
Name:	Peter P. Little
Title:	Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
BANK OF AMERICA, N.A.
By:	/s/ H. Hope Walker
Name:	H. Hope Walker
Title:	VP

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
JPMORGAN CHASE BANK, N.A.
By:	/s/ Gregory T. Martin
Name:	Gregory T. Martin
Title:	Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
US BANK NATIONAL ASSOCIATION
By:	/s/ Mark Utlaut
Name:	Mark Utlaut
Title:	Senior Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
BRANCH BANKING AND TRUST COMPANY
By:	/s/ Bradley Sands
Name:	Bradley Sands
Title:	Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
FIFTH THIRD BANK, N.A.
By:	/s/ Vera B. McEvoy
Name:	Vera B. McEvoy
Title:	Relationship Manager

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
KEYBANK NATIONAL ASSOCIATION
By:	/s/ Sanya Valeva
Name:	Sanya Valeva
Title:	Senior Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
UNION BANK, N.A.
By:	/s/ Hermogene “Al” Torres
Name:	Hermogene “Al” Torres
Title:	Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
WELLS FARGO BANK, N.A.
By:	/s/ Monique Gasque
Name:	Monique Gasque
Title:	Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
CITIBANK, N.A.
By:	/s/ Alvaro De Velasco
Name:	Alvaro De Velasco
Title:	Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:	/s/ Cathy Wind
Name:	Cathy Wind
Title:	SVP

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
COMPASS BANK
By:	/s/ Mark Taylor
Name:	Mark Taylor
Title:	SVP

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
SYNOVUS BANK
By:	/s/ Anne H. Lovette
Name:	Anne H. Lovette
Title:	Senior Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
CADENCE BANK, N.A.
By:	/s/ Andrew Warfield
Name:	Andrew Warfield
Title:	Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
GOLDMAN SACHS BANK USA
By:	/s/ Michelle Latzoni
Name:	Michelle Latzoni
Title:	Authorize Signatory

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

LENDER:
AVENUE BANK
By:	/s/ Carol S. Titus
Name:	Carol S. Titus
Title:	Senior Vice President

Signature page to Seventh Amendment to Revolving Credit Agreement and Limited Consent

EX-10.2

Exhibit 10.2

Execution Version

FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND LIMITED

CONSENT

THIS FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT AND LIMITED CONSENT (this “Amendment”), is made and entered into as of June 27, 2014, by and among AMSURG CORP., a Tennessee corporation (the “Company”), the other Credit Parties signatory hereto, THE PRUDENTIAL INSURANCE COMPANY OF AMERICA and the other holders of Notes (as defined in the Note Agreement defined below) that are signatories hereto (together with their successors and assigns, the “Noteholders”).

WITNESSETH:

WHEREAS, the Company and the Noteholders are parties to a certain Note Purchase Agreement, dated as of May 28, 2010 (as amended by that certain First Amendment to Note Purchase Agreement dated as of April 6, 2011, by that certain Second Amendment to Note Purchase Agreement dated as of August 30, 2011, by that certain Third Amendment to Note Purchase Agreement dated as of June 29, 2012, by that certain Fourth Amendment to Note Purchase Agreement dated as of November 7, 2012 and as further amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Note Agreement), pursuant to which the Noteholders have purchased Notes from the Company;

WHEREAS, the Company, Arizona Merger Corporation, a Delaware corporation, and Arizona II Merger Corporation, a Delaware corporation, entered into a Purchase Agreement and Agreement and Plan of Merger dated as of May 29, 2014 (the “Merger Agreement”) with Sunbeam GP Holdings, LLC, a Delaware limited liability company, Sunbeam GP LLC, a Delaware limited liability company, Sunbeam Holdings, L.P., a Delaware limited partnership, Sunbeam Primary Holdings, Inc., a Delaware corporation, and HFCP VI Securityholders’ Rep LLC, for the purpose of acquiring certain equity interests, assets and liabilities as more particularly set forth in the Merger Agreement (the “Sheridan Transaction”);

WHEREAS, the Company intends to create a new Wholly Owned Subsidiary, AmSurg Escrow Corp., a Tennessee corporation (the “New Subsidiary”), for the purpose of issuing Indebtedness to finance a portion of the purchase price payable in connection with the Sheridan Transaction; and

WHEREAS, in connection with the Sheridan Transaction, the Company has requested that the Noteholders waive the New Subsidiary’s obligation to comply with Paragraph 5J of the Note Agreement and amend certain provisions of the Note Agreement, and subject to the terms and conditions hereof, the Noteholders are willing to do so.

NOW, THEREFORE, for good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Company and the Noteholders agree as follows:

1. Amendments.

(a) The Note Agreement is hereby amended by adding the following new Paragraph 6T:

6T. Holdco. The Company will not permit AmSurg Escrow Corp., a Tennessee corporation, to (i) engage in any trade or business other than the issuance of Indebtedness to finance a portion of the purchase price of the Sheridan Transaction (such Indebtedness, the “Sheridan Acquisition Indebtedness”), (ii) own any assets other than cash and cash equivalents to the extent resulting from the issuance of the Sheridan Acquisition Indebtedness, or (iii) use the proceeds of any cash or cash equivalents received from the issuance of the Sheridan Acquisition Indebtedness for any purpose other than to pay a portion of the purchase price payable in connection with the Sheridan Transaction.

(b) Paragraph 10B of the Note Agreement is hereby amended by adding the following new definition of “Sheridan Transaction” in proper alphabetical order:

“Sheridan Transaction” means the acquisition by the Company of certain equity interests, assets and liabilities pursuant to that certain Purchase Agreement and Agreement and Plan of Merger dated as of May 29, 2014, by and among the Company, Arizona Merger Corporation, a Delaware corporation, and Arizona II Merger Corporation, a Delaware corporation, Sunbeam GP Holdings, LLC, a Delaware limited liability company, Sunbeam GP LLC, a Delaware limited liability company, Sunbeam Holdings, L.P., a Delaware limited partnership, Sunbeam Primary Holdings, Inc., a Delaware corporation and HFCP VI Securityholders’ Rep LLC.

2. Consent. The Noteholders hereby consent and agree that, notwithstanding the terms of the Note Agreement: (i) solely for purposes of compliance with the negative covenants contained in Paragraph 6 of the Note Agreement (other than Paragraph 6T), the New Subsidiary will be deemed not to be a Subsidiary of the Company, (ii) any Indebtedness of the New Subsidiary will be excluded for all purposes of the Note Agreement (other than Paragraph 7A(vi)) and the other Loan Documents, including without limitation, determining compliance with the financial covenants contained in Paragraph 6A of the Note Agreement, (iii) any Liens granted by the New Subsidiary to secure its issuance of the Sheridan Acquisition Indebtedness shall not be subject to the provisions of Paragraph 5O and (iv) the Company shall be permitted to make an Investment in cash in the New Subsidiary in an aggregate amount necessary (but only in an amount necessary) to pay the accrued interest on the Sheridan Acquisition Indebtedness through the Outside Date (as defined below); provided, however, that neither the Company nor any of its Subsidiaries (other than the New Subsidiary): (a) shall guarantee or provide any other credit support for the Sheridan Acquisition Indebtedness or (b) grant a Lien in any of their respective assets to secure any of the Sheridan Acquisition Indebtedness. The consent and agreement contained in this Section 2 is limited in nature and shall only be effective for the period from the date of the effectiveness of this Amendment through the earlier of: (x) the date

of termination of the escrow agreement entered into by the New Subsidiary with respect to the Sheridan Acquisition Indebtedness and (y) November 29, 2014 (the “Outside Date”). The Company acknowledges and agrees that the consent and agreement contained in this Section shall not be deemed to be or constitute a consent or agreement to any future action or inaction on the part of the Company or any of its Subsidiaries that might result in a Default or Event of Default, and, except as expressly provided therein, shall not constitute a waiver of any covenant, term or provision in the Note Agreement or any other Loan Document, or hinder, restrict or otherwise modify the rights and remedies of the Noteholders following the occurrence of any Default or Event of Default.

3. Conditions to Effectiveness of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights of the holders of the Notes hereunder, it is understood and agreed that this Amendment shall not become effective, and the Company shall have no rights under this Amendment, until the Noteholders shall have received each of the following documents:

(a) Executed counterparts to this Amendment from the Company, each of the Guarantors and the Noteholders; and

(b) A duly executed copy of an amendment to the Credit Agreement, in form and substance satisfactory to the Noteholders and their counsel.

4. Representations and Warranties. To induce the Noteholders to enter into this Amendment, each Credit Party hereby represents and warrants to the Noteholders that:

(a) The execution, delivery and performance by such Credit Party of this Amendment (i) are within such Credit Party’s power and authority; (ii) have been duly authorized by all necessary corporate and shareholder action; (iii) are not in contravention of any provision of such Credit Party’s certificate of incorporation or bylaws or other organizational documents; (iv) do not violate any law or regulation, or any order or decree of any Governmental Authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Credit Party or any of its Subsidiaries is a party or by which such Credit Party or any such Subsidiary or any of their respective property is bound; (vi) do not result in the creation or imposition of any Lien upon any of the property of such Credit Party or any of its Subsidiaries; and (vii) do not require the consent or approval of any Governmental Authority or any other person;

(b) This Amendment has been duly executed and delivered for the benefit of or on behalf of each Credit Party and constitutes a legal, valid and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with its terms;

(c) After giving effect to this Amendment, the representations and warranties contained in the Note Agreement and the other Note Documents are true and correct in all material respects, and no Default or Event of Default has occurred and is continuing as of the date hereof;

(d) The execution, delivery, performance and effectiveness of this Amendment will not: (a) impair the validity, effectiveness or priority of the Liens granted pursuant to any Note Document, and such Liens continue unimpaired with the same priority to secure repayment of all of the applicable Obligations, whether heretofore or hereafter incurred, and (b) require that any new filings be made or other action taken to perfect or to maintain the perfection of such Liens;

(e) Since the date of the most recent financial statements of the Company described in paragraph 5A(i) of the Note Agreement, there has been no change which has had or could reasonably be expected to have a Material Adverse Effect; and

(f) As of the date hereof, the parties listed as signatories to this Amendment represent a true, correct and complete list of the all the Credit Parties.

5. Reaffirmations and Acknowledgments.

(a) Reaffirmation of Guaranty. Each Guarantor consents to the execution and delivery by the Company of this Amendment and jointly and severally ratifies and confirms the terms of the Guaranty Agreement with respect to the indebtedness now or hereafter outstanding under the Note Agreement as amended hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that, notwithstanding anything to the contrary contained herein or in any other document evidencing any indebtedness of the Company to the Noteholders or any other obligation of the Company, or any actions now or hereafter taken by the Noteholders with respect to any obligation of the Company, the Guaranty Agreement (i) is and shall continue to be a primary obligation of the Guarantors, (ii) is and shall continue to be an absolute, unconditional, joint and several, continuing and irrevocable guaranty of payment, and (iii) is and shall continue to be in full force and effect in accordance with its terms. Nothing contained herein to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Guaranty Agreement.

(b) Acknowledgment of Perfection of Security Interest. Each Credit Party hereby acknowledges that, as of the date hereof, the security interests and liens granted to the Collateral Agent under the Security Documents for the benefit of the Noteholders and other secured parties are in full force and effect, are properly perfected and are enforceable in accordance with the terms of the Note Agreement, the Security Documents and the other Note Documents.

6. Release. In consideration of the amendments contained herein, each Credit Party hereby waives and releases each of the Noteholders from any and all claims and defenses, known or unknown as of the date hereof, with respect to the Note Agreement and the other Note Documents and the transactions contemplated thereby.

7. Effect of Amendment. Except as set forth expressly herein, all terms of the Note Agreement, as amended hereby, and the other Note Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding and enforceable obligations of the Company and the other Credit Parties party thereto to all holders of the Notes. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the holders of the Notes under the Note Agreement, nor constitute a waiver of any provision of the Note Agreement. From and after the date hereof, all references to the Note Agreement shall mean the Note Agreement as modified by this Amendment. This Amendment shall constitute a Note Document for all purposes of the Note Agreement.

8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York and all applicable federal laws of the United States of America.

9. No Novation. This Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Note Agreement or an accord and satisfaction in regard thereto.

10. Costs and Expenses. The Company agrees to pay on demand all costs and expenses of the Noteholders in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel for the Noteholders with respect thereto.

11. Counterparts. This Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of a manually executed counterpart hereof.

12. Binding Nature. This Amendment shall be binding upon and inure to the benefit of the parties hereto, any other holders of Notes from time to time and their respective successors, successors-in-titles, and assigns.

13. Entire Understanding. This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, under seal in the case of the Company and the Guarantors, by their respective authorized officers as of the day and year first above written.

COMPANY:
AMSURG CORP.
By:	/s/ Claire M. Gulmi
	Name: Claire M. Gulmi
	Title: Executive Vice President, Chief           Financial Officer, and Secretary

GUARANTORS:

AmSurg Holdings, Inc.

AmSurg Anesthesia Management Services, LLC

AmSurg EC Topeka, Inc.

AmSurg EC St. Thomas, Inc.

AmSurg EC Beaumont, Inc.

AmSurg KEC, Inc.

AmSurg EC Santa Fe, Inc.

AmSurg EC Washington, Inc.

AmSurg Torrance, Inc.

AmSurg Abilene, Inc.

AmSurg Suncoast, Inc.

AmSurg Lorain, Inc.

AmSurg La Jolla, Inc.

AmSurg Hillmont, Inc.

AmSurg Palmetto, Inc.

AmSurg Northwest Florida, Inc.

AmSurg Ocala, Inc.

AmSurg Maryville, Inc.

AmSurg Miami, Inc.

AmSurg Burbank, Inc.

AmSurg Melbourne, Inc.

AmSurg El Paso, Inc.

AmSurg Crystal River, Inc.

AmSurg Abilene Eye, Inc.

AmSurg Inglewood, Inc.

AmSurg Glendale, Inc.

AmSurg San Antonio TX, Inc.

AmSurg San Luis Obispo CA, Inc.

AmSurg Temecula CA, Inc.

AmSurg Escondido CA, Inc.

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

[Signature Page to Amendment to Note Purchase Agreement]

Austin NSC, L.P.
By:	Austin NSC, LLC, its general partner
By:	/s/ Claire M. Gulmi
	Name: Claire M. Gulmi Title: Vice President, Secretary and Treasurer
AmSurg Scranton PA, Inc. AmSurg Arcadia CA Inc. AmSurg Main Line PA, Inc. AmSurg Oakland CA, Inc. AmSurg Lancaster PA, Inc. AmSurg Pottsville PA, Inc. AmSurg Glendora CA, Inc. AmSurg Kissimmee FL, Inc. AmSurg Altamonte Springs FL., Inc. AmSurg New Port Richey FL, Inc. AmSurg EC Centennial, Inc. AmSurg Naples, Inc. Illinois NSC, Inc. NSC Healthcare, Inc. NSC RBO West, LLC NSC RBO East, LLC Long Beach NSC, LLC Torrance NSC, LLC Davis NSC, LLC Fullerton NSC, LLC San Antonio NSC, LLC Austin NSC, LLC Twin Falls NSC, LLC Ardmore NSC, LLC Kenwood NSC, LLC Towson NSC, LLC Wilton NSC, LLC NSC West Palm, LLC Tampa Bay NSC, LLC Coral Springs NSC, LLC Weston NSC, LLC AmSurg Fresno CA, Inc. AmSurg Colton, Inc. AmSurg Fresno Endoscopy, Inc.
By:	/s/ Claire M. Gulmi
	Name: Claire M. Gulmi Title: Vice President, Secretary and Treasurer

[Signature Page to Amendment to Note Purchase Agreement]

NOTEHOLDERS:
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ Billy Green
	Senior Vice President
PRUCO LIFE INSURANCE COMPANY
By:	/s/ Billy Green
	Assistant Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	Prudential Investment Management, Inc., as investment manager
By:	/s/ Billy Green
	Senior Vice President
FORETHOUGHT LIFE INSURANCE COMPANY
By:	Prudential Private Placement Investors,
	L.P. (as Investment Advisor)
By:	Prudential Private Placement Investors, Inc.
	(as its General Partner)
By:	/s/ Billy Green
	Senior Vice President

[SIGNATURE PAGE TO FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENT]

EX-99.1

Exhibit 99.1

Contact:	Claire M. Gulmi
	Executive Vice President and
	Chief Financial Officer
	(615) 665-1283

AMSURG CORP. COMPLETES OFFERINGS OF COMMON STOCK AND MANDATORY

CONVERTIBLE PREFERRED STOCK, SERIES A-1, INCLUDING UNDERWRITERS’

EXERCISE OF OPTIONS TO PURCHASE ADDITIONAL SHARES

NASHVILLE, Tenn. – (July 2, 2014) – AMSURG Corp. (NASDAQ: AMSG) today announced that it has completed its concurrent public offerings of 9,775,000 shares of its common stock at a public offering price of $45.00 per share and 1,725,000 shares of its 5.250% Mandatory Convertible Preferred Stock, Series A-1, at a public offering price of $100 per share. Included in these shares are 1,275,000 shares of common stock and 225,000 shares of Mandatory Convertible Preferred Stock, Series A-1, sold pursuant to the underwriters’ exercise in full of their options to purchase additional shares in each offering. The common stock and mandatory convertible preferred stock offerings were separate public offerings made by separate prospectus supplements.

The net proceeds from the common stock offering and Mandatory Convertible Preferred Stock, Series A-1, offering were approximately $422.3 million and $167.3 million, respectively, in each case after issuance discounts and commissions. AMSURG intends to use the net proceeds from these offerings, together with shares of its common stock to be issued in the recently announced transaction between AMSURG and Sheridan Healthcare, Inc. (the “Sheridan Transaction”), a private offering of senior unsecured notes due 2022, additional debt financing and cash on hand, to finance the consideration to be paid to consummate the Sheridan Transaction, as well as repay borrowings under AMSURG’s existing credit facility, repay the outstanding balance of its senior secured notes due 2020 and pay fees and expenses related to the Sheridan Transaction. If for any reason the Sheridan Transaction does not close, then AMSURG expects to use the net proceeds from these offerings to repay outstanding indebtedness and for general corporate purposes.

Citigroup, SunTrust Robinson Humphrey, Barclays, Deutsche Bank Securities, Goldman, Sachs & Co., J.P. Morgan and Raymond James were the joint book-running managers for the common stock and Mandatory Convertible Preferred Stock, Series A-1, offerings, and BMO Capital Markets, Piper Jaffray & Co. and Cantor Fitzgerald & Co. were the co-managers for the common stock and Mandatory Convertible Preferred Stock, Series A-1, offerings.

The offerings were made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”). Each offering was made only by means of a prospectus supplement relating to such offering and the accompanying base prospectus, copies of which may be obtained by contacting Citigroup at the following address: c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, email: prospectus@citi.com or toll free at 1-800-831-9146. These documents were also filed with the SEC and are available at the SEC’s website at http://www.sec.gov.

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AMSG Completes Public Offerings of Common Stock and

Mandatory Convertible Preferred Stock, Series A

Page 2

July 2, 2014

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including statements related to the Sheridan Transaction and the proposed offerings and the expected use of the net proceeds therefrom, which are based on current expectations, forecasts and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” or “predicts,” or the negative of these words or phrases or similar words or phrases, which are predictions of or indicate future events or trends and which do not relate solely to historical matters. While forward-looking statements reflect AMSURG’s good faith beliefs, assumptions and expectations, they are not guarantees of future performance. Furthermore, AMSURG disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact AMSURG’s future results, performance or the Sheridan Transaction, see the section entitled “Risk Factors” in AMSURG’s related preliminary and final prospectus supplements filed with the SEC.

About AMSURG Corp.

AMSURG Corp. acquires, develops and operates ambulatory surgery centers in partnership with physician practice groups throughout the United States. As of March 31, 2014, AMSURG owned and operated 242 centers.

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