SCAI Surgical Care Affiliates, Inc.

On October 25, 2016, Surgical Care Affiliates, Inc. (the “Company”) entered into an Incremental Amendment (the “Incremental Amendment”) to the Credit Agreement, dated as of March 17, 2015 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Company, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the other lenders party thereto.

The Incremental Amendment amended the Credit Agreement to, among other things, (i) refinance $443,250,000 in outstanding initial term loans borrowed under the Credit Agreement with a new tranche of incremental term loans in the amount of $643,250,000 (the “Incremental Term Loan Facility”), the proceeds of which were used to prepay in full the existing initial term loans, together with accrued but unpaid interest and fees thereon, and to pay related transaction costs, with the remaining proceeds expected to be used for general corporate purposes, including to finance acquisitions that are permitted under the Credit Agreement, and (ii) reduce the interest rate applicable to term loans borrowed under the Credit Agreement by reducing the applicable margins to 2.75% from 3.25% for LIBOR loans and to 1.75% from 2.25% for base rate loans. Term loans borrowed under the Credit Agreement continue to bear interest, at the Company’s election, either at (1) a base rate determined by reference to the highest of (a) the prime rate of JPMorgan Chase Bank, N.A., (b) the NYFRB rate plus 0.50% and (c) a LIBOR rate plus 1.00% (provided that, with respect to the Incremental Term Loan Facility, in no event will the base rate be deemed to be less than 2.00%) or (2) an adjusted LIBOR rate (provided that, with respect to the Incremental Term Loan Facility, in no event will the adjusted LIBOR rate be deemed to be less than 1.00%), plus in either case the applicable margin as set forth above.

The Incremental Amendment was subject to various conditions and contains various representations and warranties, including no default under the Credit Agreement and bring-downs of the representations and warranties made by the Company and each other loan party in the Credit Agreement and the other loan documents.

Certain of the agents and lenders party to the Incremental Amendment, and their respective affiliates, have performed, and may in the future perform, various commercial banking, investment banking and other financial advisory services for us and our subsidiaries for which they have received, and will receive, customary fees and expenses. TPG Capital BD, LLC, an affiliate of TPG Global, LLC, affiliates of which own approximately 30% of the Company’s outstanding shares of common stock, acted as exclusive co-manager with respect to a portion of the Incremental Term Loan Facility and received customary fees and expenses. In addition, certain affiliates of TPG Global, LLC serve as lenders with respect to the Incremental Term Loan Facility.

The foregoing summary of the Incremental Amendment is subject to, and qualified in its entirety by, the full text of the Incremental Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.