Exhibit 10.1**FIRST SUPPLEMENTAL INDENTURE**     FIRST SUPPLEMENTAL INDENTURE (this “***Supplemental Indenture***”), dated as of July 14, 2006, amongthe new guarantors listed on the signature pages hereof (the “***New Guarantors***”), each of which is asubsidiary of United Surgical Partners Holdings, Inc., a Delaware corporation (the “***Company***”), andThe Bank of New York Trust Company, N.A., a national banking association, as successor to U.S.Trust Company of Texas, N.A., as trustee under the indenture referred to below (the “***Trustee***”).W I T N E S S E T H :     WHEREAS, the Trustee, the Company and the guarantors from time to time party thereto haveheretofore executed and delivered that certain Indenture dated as of December 19, 2001 (as amended,supplemented or otherwise modified from time to time, the “***Indenture***”), providing for the issuanceof the Company’s 10% Senior Subordinated Notes due 2011 (the “***Notes***”);     WHEREAS, Section 4.12 of the Indenture provides that the Company shall cause the NewGuarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the NewGuarantors shall guarantee the Company’s obligations with respect to the Notes on the termsprovided for in the Indenture on the terms and conditions set forth herein; and     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the NewGuarantors are authorized to execute and deliver this Supplemental Indenture;     NOW, THEREFORE, in consideration of the foregoing and for other good and valuableconsideration, the receipt of which is hereby acknowledged, each New Guarantor, the Company and theTrustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notesas follows:     1. Agreement to Guarantee. Each New Guarantor hereby, jointly and severally with allthe other Guarantors, unconditionally guarantees payment of the Notes, payment of all other amountsdue under the Notes and the Company’s obligations under the Notes and the Indenture on the termsand subject to the conditions set forth in Article 11 of the Indenture and agrees to be bound byall other applicable provisions of the Indenture and the Notes.     2. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except asexpressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all theterms, conditions and provisions thereof shall remain in full force and effect. This SupplementalIndenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretoforeor hereafter authenticated and delivered shall be bound hereby.     3. Governing Law. **THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.**
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     4. Trustee Makes No Representation. The Trustee makes no representation as to thevalidity or sufficiency of this Supplemental Indenture.     5. Counterparts. The parties may sign any number of copies of this SupplementalIndenture. Each signed copy shall be an original, but all of them together represent the sameagreement.     6. Effect of Headings. The Section headings herein are for convenience only and shallnot effect the construction thereof.**[SIGNATURE PAGE FOLLOWS]**
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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to beduly executed as of the day and year first written above.       UNITED SURGICAL PARTNERS