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): September 2, 2011 (August 30, 2011)

AMSURG CORP.

(Exact name of registrant as specified in charter)

Tennessee	000-22217	62-1493316
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	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):

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

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

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

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

TABLE OF CONTENTS

EX-2.1

EX-10.1

EX-10.2

Item 1.01. Entry into a Material Definitive Agreement.

     On September 1, 2011, AmSurg Corp. (“AmSurg”) completed the acquisition of substantially all of the assets of National Surgical Care, Inc. (“NSC”) as previously described in AmSurg’s Current Report on Form 8-K that was filed with the Securities and Exchange Commission (“SEC”) on August 29, 2011 (the “Form 8-K”). In connection with the closing of the transaction, on September 1, 2011, AmSurg, AmSurg Holdings, Inc., a wholly-owned subsidiary of AmSurg, and NSC entered into Amendment No. 1 to Asset Purchase Agreement (the “Amendment No. 1”) to amend the Asset Purchase Agreement executed by the parties on August 23, 2011 (the “Asset Purchase Agreement”). The material terms of the Asset Purchase Agreement are described in the Form 8-K. Amendment No. 1, among other matters, clarifies (i) certain defined terms of the Asset Purchase Agreement and (ii) the administration of certain AmSurg employee benefit plans after closing. The foregoing summary of Amendment No. 1 is subject to, and qualified in its entirety by, the full text of Amendment No. 1, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

     In connection with the closing of the transaction, on August 30, 2011, AmSurg executed an amendment to its Revolving Credit Agreement, dated May 28, 2010, with the lenders party thereto to obtain the lenders’ consent to the consummation of the transactions contemplated by the Asset Purchase Agreement. On August 30, 2011, AmSurg also amended its Note Purchase Agreement, dated May 28, 2010, with the noteholders named therein, to obtain the noteholders’ consent to the consummation of the transactions contemplated by the Asset Purchase Agreement. The foregoing summary of the amendments to the Revolving Credit Agreement and Note Purchase Agreement are subject to, and qualified in their entirety by, the full text of such amendments, which are attached hereto as Exhibits 10.1 and 10.2, and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

     On September 1, 2011, AmSurg completed its acquisition of substantially all the assets of NSC. Under the terms of the Asset Purchase Agreement, as amended, the aggregate consideration for the transaction was $135,000,000 (the “Consideration”), subject to adjustment based on, among other things, the levels of working capital of NSC at closing, and up to an additional $7,500,000 if the earnings before interest, taxes, depreciation and amortization of the purchased surgery centers exceed specified targets for 2012. At closing, a $500,000 escrow account was established from the Consideration to fund post-closing payments to NSC based upon the difference between the estimated working capital and the actual working capital of NSC and a $3,000,000 escrow account was established from the Consideration to fund any indemnification claims made by Holdings pursuant to the Asset Purchase Agreement, as amended. The purchase price was funded by the use of cash on hand and borrowings under the Company’s revolving credit agreement.

     While the acquisition of NSC is deemed to involve a significant amount of assets pursuant to the instructions to Item 2 of Form 8-K, separate financial statements of NSC are not required to be filed pursuant to Regulation S-X.

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

     On August 30, 2011, the Company entered into an amendment to its Revolving Credit Agreement, dated May 28, 2010, 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 August 30, 2011, the Company entered into an amendment to its Note Purchase Agreement, dated May 28, 2010, 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 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 2.1	Amendment No. 1 to Asset Purchase Agreement, dated as of September 1, 2011, by and among AmSurg Corp., National Surgical Care, Inc. and AmSurg Holdings, Inc.*
Exhibit 10.1	Third Amendment to Revolving Credit Agreement, dated as of August 30, 2011, 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.
Exhibit 10.2	Second Amendment to Note Purchase Agreement, dated as of August 30, 2011, among AmSurg Corp. and the holders of Notes party thereto.

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. AmSurg agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.

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
	Executive Vice President, Chief Financial Officer, and Secretary (Principal Financial and Duly Authorized Officer)

Date: September 2, 2011

EXHIBIT INDEX

No.	Exhibit
Exhibit 2.1	Amendment No. 1 to Asset Purchase Agreement, dated as of September 1, 2011, by and among AmSurg Corp., National Surgical Care, Inc. and AmSurg Holdings, Inc.*
Exhibit 10.1	Third Amendment to Revolving Credit Agreement, dated as of August 30, 2011, 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.
Exhibit 10.2	Second Amendment to Note Purchase Agreement, dated as of August 30, 2011, among AmSurg Corp. and the holders of Notes party thereto.

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. AmSurg agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.

EX-2.1

Exhibit 2.1

AMENDMENT NO. 1
TO ASSET PURCHASE AGREEMENT

     This Amendment (the “Amendment”) to the Asset Purchase Agreement (as defined below) is entered into as of this 1st day of September, 2011 by and among AmSurg Corp., a Tennessee corporation (“Parent”), AmSurg Holdings, Inc., a Tennessee corporation and wholly-owned subsidiary of Parent (“Holdings”), and National Surgical Care, Inc., a Delaware corporation (the “Company”).

RECITALS

     A. The parties have entered into an Asset Purchase Agreement, dated as of August 23, 2011 (the “Asset Purchase Agreement”).

     B. The parties wish to amend the Asset Purchase Agreement to reflect the terms of this Amendment.

     C. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement.

     NOW, THEREFORE, in consideration of the premises and mutual agreements expressed herein and in the Asset Purchase Agreement, the parties hereto agree as follows:

     1. Amendments.

          (a) Section 1.2 of the Asset Purchase Agreement shall be amended by deleting “and” at the end of Section 1.2(i), deleting the period at the end of Section 1.2(j), and adding the following to the end of Section 1.2(j):

          “; and

     (k) all cash and cash equivalents of the Company and all checks and funds received by the Company or its banks (e.g., checks deposited or funds paid to lock-box accounts), and the bank accounts associated therewith.”

     (b) Section 1.2(f) of the Asset Purchase Agreement shall be deleted in its entirety and replaced with the following:

     “(f) any attorney’s notes or other work-product held by the Company, and any other correspondence, books and records that relate to the transactions contemplated by the Merger Agreement and this Agreement.”

     (c) Section 1.4 of the Asset Purchase Agreement shall be amended by deleting “and” at the end of Section 1.4(i), deleting the period at the end of Section 1.4(j), and adding the following at the end of Section 1.4(j):

     “; and

     (k) all outstanding checks and payments by the Company.”

          (d) The definition of “Cash” in Section 11.1(b) of the Asset Purchase Agreement shall be deleted in its entirety and replaced with the following:

     ““Cash” means, as of the close of business on the day immediately preceding the Closing Date, the difference between (a) the pro rata portion (based upon the Company’s direct or indirect percentage ownership) of the cash and cash equivalents of each of the Acquired Entities and Center Entities and all checks and funds received by each of the Acquired Entities and Center Entities or their respective banks (e.g., checks deposited or funds paid to lock-box accounts), but, in each case, shall exclude any cash which is subject to capital maintenance or capital surplus rules or similar statutory restrictions which require the holding of specific assets or separate accounts and the like (but excluding any cash securing Indebtedness), minus (b) the pro rata portion (based upon the Company’s direct or indirect percentage ownership) of all outstanding checks and payments made by the Acquired Entities and Center Entities, minus (c) the Cash-in-Transit (without duplication of amounts included in clause (b)).”

     (e) A new definition will be added to Section 11.1(b) after “Cash” as follows:

          ““Cash-in-Transit” shall mean the cash in the amounts set forth on Annex E; provided, that Cash-in-Transit shall not include any management or similar fees payable by the Center Entities to the Company for periods from and after September 1, 2011.”

          (f) The definition of “Working Capital” in Section 11.1(b) of the Asset Purchase Agreement shall be deleted in its entirety and replaced with the following:

     ““Working Capital” means (a) the consolidated current assets (which shall be calculated excluding the items set forth in Section 1.2(k) of this Agreement, Cash and any assets related to Taxes or Tax items) of the Company and the Acquired Entities and Center Entities set forth on Schedule I, less (b) the consolidated current liabilities of the Company and the Acquired Entities and Center Entities set forth on Schedule I (which shall be calculated excluding (i) Indebtedness, (ii) the items set forth in clause (b) of the definition of Cash, (iii) the aggregate amount of all outstanding checks and payments by the Company and (iv) the Cash-in-Transit) as of the close of business on the day immediately preceding the Closing Date and calculated pursuant to the Accounting Policies. An example of the application of this Working Capital definition as of a hypothetical Closing Date is set forth on Schedule I. For the avoidance of doubt, Working Capital shall exclude all Excluded Assets and Excluded Liabilities.”

          (g) Section 1.12(b)(vi) shall be deleted in its entirety and replaced with the following:

          “[Intentionally Omitted]”

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          (h) Section 6.3(d) of the Asset Purchase Agreement shall be deleted in its entirety and replaced with the following:

     “The Company will adopt, or will cause to be adopted, all necessary resolutions to terminate the National Surgical Care, Inc. Paychex Section 125 Cafeteria Plan (the “Company Cafeteria Plan”), effective September 5, 2011 (the “FSA Termination Date”). Effective immediately following the Closing, any Continuing Employee who was employed by the Company shall be eligible to participate in the applicable cafeteria and/or flexible spending account plan in which similarly situated employees of Parent participate (collectively, the “Parent Cafeteria Plan”). Effective October 1, 2011, any Continuing Employee who was employed by an Acquired Entity or Center Entity shall become eligible to participate in the Parent Cafeteria Plan. Following the FSA Termination Date, no transfer of any Continuing Employee’s flexible spending account balances under the Company Cafeteria Plan shall be made to the Parent Cafeteria Plan. Additionally, no expenses incurred by a Continuing Employee on or after the FSA Termination Date shall be eligible for reimbursement under the Company Cafeteria Plan; provided, however, both Parties agree that any eligible expenses incurred by the Continuing Employees prior to the FSA Termination Date may continue to be submitted and eligible for reimbursement under the Company Cafeteria Plan until December 5, 2011 (the “Claim Run-out Period”), with the cost of such expenses reimbursed for the Continuing Employees to be paid for by Parent or its Affiliates. Parent shall be responsible for the payment of any required fees charged by Paychex for the administration of the Company Cafeteria Plan from the FSA Termination Date until the expiration of the Claim Run-out Period. Following the expiration of the Claim Run-out Period, Parent shall, in good faith, determine any unspent amounts which remain in the Continuing Employees’ flexible spending accounts under the Company Cafeteria Plan as of the end of the Claim Run-out Period and shall reimburse the Continuing Employees for such amounts, including an additional amount to reflect any lost tax savings incurred by the Continuing Employees due to the termination of the Company Cafeteria Plan. Such reimbursement shall occur prior to December 31, 2011. Both Parties agree to make any necessary amendments to the applicable plan documents and take such further actions as may be required to ensure the provisions of this Section 6.3(d) are carried out.”

     (i) A new sentence will be added to the end of Section 6.4 as follows:

          “Following the Closing, Parent and the Acquired Entities shall cause all Cash-in-Transit as of the close of business on the business day preceding the Closing Date between the Acquired Entities and Center Entities, on the one hand, and the Company, on the other hand, to be delivered promptly to the Company, and in any event prior to September 9, 2011.”

          (j) Section 6.6(b) of the Asset Purchase Agreement shall be deleted in its entirety and replaced with the following:

          “(b) Prior to the Closing, the Company shall purchase and pay the full premium for an extended reporting period endorsement under the Company’s existing directors’

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and officers’ liability insurance coverage for the directors and officers of the Acquired Entities and Center Entities in a form reasonably satisfactory to Parent that shall provide such directors and officers with coverage for six (6) years following the Closing of not less than the existing coverage and have other terms not materially less favorable to the insured than the directors’ and officers’ insurance currently maintained by the Company. After the Closing, neither Parent nor the Company or their Affiliates shall take, or cause to be taken, any action to terminate such insurance coverage.”

          (k) A new Section 6.8 shall be added to the Asset Purchase Agreement as follows:

          “Section 6.8 Indemnification for Letter of Credit. Prior to the Closing, Parent shall have sent to the landlord for the facility lease for Fullerton Surgical Center a replacement letter of credit for the Standby Letter of Credit Number 3114672, dated October 14, 2010; Issuing Bank: Bank of America, N.A.; Applicant: NSC; Beneficiary: Seaside Ranchos and The Lynda Ward Trust as successors in interest to DDR Properties (the “Letter of Credit”). Parent agrees that it shall reimburse the Company for any sums provided to the beneficiary of the Letter of Credit by Bank of America, N.A. in the event that the beneficiary makes any demand for payment pursuant to the Letter of Credit following the Closing Date and prior to the return of the Letter of Credit to Bank of America, N.A. Parent and the Company shall use commercially reasonable efforts to cause the beneficiary of the Letter of Credit to return the Letter of Credit to Bank of America, N.A. as soon as practicable following the Closing Date.”

          (l) Annex A to the Asset Purchase Agreement shall be deleted in its entirety and replaced with the Annex A attached hereto.

          (m) Annex B attached hereto shall be added as Annex E to the Asset Purchase Agreement.

          (n) The Estimated Closing Statement delivered by the Company to Parent and Holdings on August 26, 2011 shall be void and of no further effect and the Estimated Closing Statement in the form attached hereto as Annex C shall constitute the Estimated Closing Statement for purposes of the Asset Purchase Agreement.

     2. General Provisions.

          (a) Effect of Amendment. Except as specifically amended hereby, all of the terms of the Asset Purchase Agreement shall remain in full force and effect.

          (b) Entire Agreement; Amendment. This Amendment and the Asset Purchase Agreement (together with the Annexes, Schedules and Exhibits attached thereto) embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings relative to such subject matter. This Amendment may be modified only by a written amendment signed by the parties hereto.

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          (c) Governing Law. This Amendment, and any claims that arise out of or result from this Amendment, will be governed by and construed under the laws of the State of Delaware, without reference to any conflicts of laws principles that would require the application of any other law.

[Signature Page Follows]

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          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

AmSurg Corp.
By: Name:	/s/ Claire Gulmi /s/ Claire Gulmi
Its:	Vice President
AmSurg Holdings, Inc.
By: Name:	/s/ Claire Gulmi /s/ Claire Gulmi
Its:	Vice President
National Surgical Care, Inc.
By: Name:	/s/ Sami Abbasi Sami Abbasi
Its:	Chief Executive Officer

Annex A

Working Capital Accounting Policies

[Please see attached.]

Annex B

Cash-in-Transit

Annex C

Estimated Closing Statement

[Please see attached.]

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT

          THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT is dated as of August 30, 2011 (this “Amendment”) by and among AMSURG CORP., a Tennessee corporation (the “Borrower”), the Lenders which have delivered signature pages to this Amendment in accordance herewith (the “Consenting 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 by that certain First Amendment to Revolving Credit Agreement dated as of April 6, 2011 (the “First Amendment”), and as further amended by that certain Second Amendment to Revolving Credit Agreement dated as of April 6, 2011 (as so amended, the “Credit Agreement”);

          WHEREAS, in connection with the First Amendment, the Borrower entered into that certain Merger Agreement, dated as of April 7, 2011, by and among the Borrower, AmSurg Merger Corporation, National Surgical Care, Inc. and the other parties thereto (the “Merger Agreement”);

          WHEREAS, the Borrower intends to modify the structure and terms of the Merger Agreement pursuant to the terms of that certain Asset Purchase Agreement, dated as of August 23, 2011, by and among the Borrower, AmSurg Holdings, Inc., National Surgical Care, Inc., AmSurg Merger Corporation and Brazos GP Partners, LLC; and

          WHEREAS, the Borrower, the Consenting Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained 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.

          (a) Section 1.1 of the Credit Agreement is hereby amended by deleting the defined term “NSC Acquisition Agreement” in its entirety and substituting in lieu thereof the following:

“NSC Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of August 23, 2011, by and among the Borrower, AmSurg Holdings, Inc., National Surgical Care, Inc., AmSurg Merger Corporation and Brazos GP Partners, LLC.

          (b) Section 1.1 of the Credit Agreement is hereby further amended by deleting the defined term “EBITDA” in its entirety and substituting in lieu thereof the following:

“EBITDA” means, for the Borrower and its Subsidiaries on a consolidated basis for any period, an amount equal to the sum of Consolidated Net Income for such

period plus, without duplication, and to the extent deducted in computing Consolidated Net Income for such period, the sum of (a) income taxes, (b) Consolidated Interest Expense, (c) depreciation and amortization expense, in each case determined on a consolidated basis in accordance with GAAP; (d) to the extent applicable, stock option compensation costs applicable under (and calculated in accordance with) FASB ASC 718; (e) all non-cash charges for such period taken for the impairment of goodwill in accordance with FASB ASC 350, but excluding any non-cash charge that will result in a cash charge in a future period; and (f) all documented fees and expenses actually paid in connection with the First Amendment and the NSC Acquisition in an aggregate amount not to exceed $10,000,000; provided, however, that, with respect to any Person that became a Subsidiary of, or was merged with or consolidated into, the Borrower or any Wholly Owned Subsidiary during such period, “EBITDA” shall also include the EBITDA of such Person during such period and prior to the date of such acquisition, merger or consolidation; and provided, further, with respect to any Person that ceased to be a Subsidiary, or was the subject of a Disposition during any measurement period, “EBITDA” shall not include the EBITDA of such Person for such measurement period, such calculations under this proviso to be detailed with supporting documentation and measured to the Administrative Agent’s reasonable satisfaction.

          (c) Section 6.1 of the Credit Agreement is hereby amended by deleting such section in its entirety and substituting in lieu thereof the following:

“Section 6.1. Leverage Ratio. The Borrower shall maintain, on a consolidated basis and as calculated at the end of each Fiscal Quarter, a Leverage Ratio of not greater than 3.25 to 1.00.”

     Section 3. Approval of NSC Acquisition.

          (a) In connection with the NSC Acquisition, the Administrative Agent and the Consenting Lenders acknowledge that the conditions and information required to be delivered pursuant to Section 7.13 of the Credit Agreement with respect to the NSC Acquisition have been satisfied by the Borrower.

          (b) Subject to satisfaction of the conditions precedent in Section 6 hereof, the Administrative Agent and the Consenting Lenders hereby provide their approval of the NSC Acquisition.

     Section 4. Other Documents. All other Loan Documents executed and delivered in connection with the Credit Agreement are hereby amended to the extent necessary to conform to this Amendment.

     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 incurred in connection with the preparation, negotiation, execution and delivery of this

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Amendment and the other documents and agreements executed and delivered in connection herewith.

     Section 6. Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent:

(i) The Administrative Agent shall have received a counterpart of this Amendment (and any other documents necessary to evidence the transactions relating thereto) duly executed by the Borrower, each of the Consenting Lenders (so long as the Consenting Lenders shall constitute Required Lenders) and the Administrative Agent;

(ii) No Default or Event of Default shall exist;

(iii) A certificate of the chief financial officer of the Borrower demonstrating compliance on a Pro Forma Basis with the financial covenants contained in Article VI of the Credit Agreement after the NSC Acquisition is completed, in form and substance satisfactory to the Administrative Agent;

(iv) A Reaffirmation of Obligations Under Loan Documents (the “Reaffirmation”) duly executed by the Borrower and each other Loan Party, in the form of Exhibit A attached hereto;

(v) 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; and

(vi) Such other documents, instruments, agreements, certifications and opinions as the Administrative Agent, on behalf of the Lenders, may reasonably request.

     Section 7. Representations. The Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a) Authorization. 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 the Reaffirmation and to perform their respective obligations hereunder and under the Credit Agreement, as amended by this Amendment, 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 a duly authorized officer of the Borrower and the Loan Parties and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms.

(b) Compliance with Laws. The execution and delivery by the Borrower and the other Loan Parties of this Amendment and the Reaffirmation and the performance by the Borrower of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the

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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 indenture, material agreement (including the Private Placement Documents) or other material instrument 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.

(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) Loan Parties. As of the date hereof, the parties listed as signatories to the Reaffirmation represent a true, correct and complete list of the all the Loan Parties.

     Section 8. Release. In consideration of the amendments contained herein, the Borrower 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 and the other Loan Documents and the transactions contemplated thereby.

     Section 9. Effect; Ratification.

          (a) Except as expressly herein amended, the terms and conditions of the Credit 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 is hereby ratified and confirmed in all respects. Each reference to the Credit Agreement in any of the Loan Documents

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(including the Credit Agreement) shall be deemed to be a reference to the Credit Agreement, as amended by this Amendment.

          (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 10. 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 11. 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 12. 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.

     Section 13. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

[Signature Pages Follow]

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          IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Revolving Credit Agreement 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, Chief Financial Officer, and Secretary

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

LENDER:
REGIONS BANK
By:	/s/
Title:

LENDER:
BANK OF AMERICA, N.A.
By:	/s/
Title:

LENDER:
JPMORGAN CHASE BANK, N.A.
By:	/s/
Title:

LENDER:
US BANK NATIONAL ASSOCIATION
By:	/s/
Title:

LENDER:
RAYMOND JAMES BANK, FSB
By:	/s/
Title:

LENDER:
BRANCH BANKING AND TRUST COMPANY
By:	/s/
Title:

LENDER:
FIFTH THIRD BANK, N.A.
By:	/s/
Title:

LENDER:
WELLS FARGO BANK, N.A.
By:	/s/
Title:

LENDER:
COMPASS BANK
By:	/s/
Title:

LENDER:
FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:	/s/
Title:

LENDER:
KEYBANK NATIONAL ASSOCIATION
By:	/s/
Title:

LENDER:
UNION BANK, N.A.
By:	/s/
Title:

LENDER:
THE BANK OF NASHVILLE
By:	/s/
Title:

LENDER:
GOLDMAN SACHS BANK USA
By:	/s/
Title:

LENDER:
AVENUE BANK
By:	/s/
Title:

EXHIBIT A

REAFFIRMATION OF OBLIGATIONS UNDER LOAN DOCUMENTS

          Reference is hereby made to that certain Revolving Credit Agreement dated as of May 28, 2010, as amended, among AmSurg Corp. (the “Borrower”), the Lenders party thereto and SunTrust Bank, as Administrative Agent (as amended and in effect on the date hereof, the “Credit Agreement”; capitalized terms used herein and not defined herein have the meanings ascribed to such terms in the Credit Agreement).

          Each of the undersigned Loan Parties hereby: (i) agrees that (A) the amendments contained in the Third Amendment to Revolving Credit Agreement dated as of the date hereof (the “Third 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 and (B) nothing in the Third 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; (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.

          Each of the undersigned Loan Parties (other than the Borrower) hereby represents and warrants to the Administrative Agent and the Lenders that each of the representations and warranties applicable to such Loan Party made by the Borrower in Section 7 of the Third Amendment are true and correct.

          This Reaffirmation shall be construed in accordance with and be governed by the law of the State of Tennessee.

[Signature page follows]

          IN WITNESS WHEREOF, each of the undersigned has duly executed and delivered this Reaffirmation of Obligations under Loan Documents as of August __, 2011.

AMSURG CORP.
By:
	Name:
	Title:

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.
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.

By:
	Name:
	Title:

EX-10.2

Exhibit 10.2

Execution Version

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

     THIS SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”), is made and entered into as of August 30, 2011, 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”).

W I T N E S S E T H:

     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 (the “First Amendment”), 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, in connection with the First Amendment, the Company entered into that certain Merger Agreement, dated as of April 7, 2011, by and among the Company, AmSurg Merger Corporation, National Surgical Care, Inc. and the other parties thereto (the “Merger Agreement”);

     WHEREAS, the Company intends to modify the structure and terms of the Merger Agreement pursuant to the terms of that certain Asset Purchase Agreement, dated as of August 23, 2011, by and among the Company, AmSurg Holdings, Inc., National Surgical Care, Inc., AmSurg Merger Corporation and Brazos GP Partners, LLC; and

     WHEREAS, the Company has requested that the Noteholders 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) Paragraph 2B of the Note Agreement is hereby amended by replacing such Paragraph in its entirety with the following:

     Increase in Interest Rate after a Major Acquisition. If, immediately following any Major Acquisition (and the incurrence of Indebtedness in connection therewith), the Leverage Ratio exceeds 3.25:1.00, then, commencing with the first day of the first fiscal quarter immediately following such Major Acquisition, the per annum stated interest rate on the outstanding Notes shall automatically be increased by 0.75% per annum until the later of (i) the first day

of the fifth fiscal quarter immediately following such Major Acquisition and (ii) the date on which Company has delivered to the holders of the Notes an Officer’s Certificate (x) demonstrating that the Leverage Ratio on the last day of any Fiscal Quarter ending after such Major Acquisition does not exceed 3.25:1.0 and (y) certifying that no Default or Event of Default has occurred, at which time the per annum stated interest rate on the outstanding Notes shall automatically decrease to the original stated interest rate.

     (b) Paragraph 6A(1) of the Note Agreement is hereby amended by replacing such Paragraph in its entirety with the following:

     6A(1) Leverage Ratio. The Company shall maintain, on a consolidated basis and as calculated at the end of each Fiscal Quarter, a Leverage Ratio of not greater than 3.25 to 1.00; provided however, that if, immediately following a Major Acquisition (and the incurrence of Indebtedness in connection therewith), the Leverage Ratio exceeds 3.25:1.00, then with respect to the calendar quarter in which such Major Acquisition is closed and each of the three immediately following calendar quarters, the Company shall maintain a Leverage Ratio of not greater than 3.75 to 1.00 instead of 3.25 to 1.00.

     (c) Paragraph 10B of the Note Agreement is hereby amended by replacing the definitions of “EBITDA” and “NSC Acquisition Agreement” in their entirety with the following definitions:

     “EBITDA” shall mean, for the Company and its Subsidiaries on a consolidated basis for any period, an amount equal to the sum of Consolidated Net Income for such period plus, without duplication, and to the extent deducted in computing Consolidated Net Income for such period, the sum of (a) income taxes, (b) Consolidated Interest Expense, (c) depreciation and amortization expense, in each case determined on a consolidated basis in accordance with GAAP; (d) to the extent applicable, stock option compensation costs applicable under (and calculated in accordance with) FASB ASC 718; (e) all non-cash charges for such period taken for the impairment of goodwill in accordance with FASB ASC 350, but excluding any non-cash charge that will result in a cash charge in a future period; and (f) all documented fees and expenses actually paid in connection with the First Amendment and the NSC Acquisition in an aggregate amount not to exceed $10,000,000; provided, however, that, with respect to any Person that became a Subsidiary of, or was merged with or consolidated into, the Company or any Wholly Owned Subsidiary during such period, “EBITDA” shall also include the EBITDA of such Person during such period and prior to the date of such acquisition, merger or consolidation; and provided, further, with respect to any Person that ceased to be a Subsidiary, or was the subject of a Disposition during any measurement period, “EBITDA” shall not include the EBITDA of such Person for such measurement period, such calculations under this proviso to be detailed with supporting documentation and measured to the Required Holders’ reasonable satisfaction.

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     “NSC Acquisition Agreement” means that certain Asset Purchase Agreement, dated as of August 23, 2011, by and among the Company, AmSurg Holdings, Inc., National Surgical Care, Inc., AmSurg Merger Corporation and Brazos GP Partners, LLC.

     2. 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 (i) reimbursement or payment of its costs and expenses incurred in connection with this Amendment or the Note Agreement (including reasonable fees, charges and disbursements of King & Spalding LLP, counsel to the Noteholders), and (ii) each of the following documents:

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

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

     (c) A certificate of the chief financial officer of the Company demonstrating compliance on a Pro Forma Basis with the financial covenants contained in Paragraph 6A of the Note Agreement after the NSC Acquisition is completed, in form and substance satisfactory to the Required Holders; and

     (d) Such other documents, instruments, agreements, certifications and opinions as any Noteholder may reasonably request.

     3. NSC Acquisition. In connection with the NSC Acquisition, the Noteholders acknowledge that the conditions and information required to be delivered pursuant to Paragraph 6N(iv) of the Note Agreement with respect to the NSC Acquisition have been satisfied by the Company.

     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;

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     (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.

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     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]

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     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

[SIGNATURE PAGE TO SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT]

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

[SIGNATURE PAGE TO SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT]

NOTEHOLDERS: THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/
	Senior Vice President
PRUCO LIFE INSURANCE COMPANY
By:	/s/
	Assistant Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY By: Prudential Investment Management, Inc., as investment manager
By:	/s/
	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/
	Senior Vice President

[SIGNATURE PAGE TO SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT]