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Exhibit 10.1

[EXECUTION COPY]

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated
as of November 7, 2002,

(amending
and restating the Amended and Restated Credit Agreement, dated as of
December 19, 2001, which amended and restated the Credit Agreement, dated as of
June 13, 2001)

among

USP
DOMESTIC HOLDINGS, INC., as the US Borrower,

USPE
HOLDINGS LIMITED, as the UK Borrower,

VARIOUS
FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTIES HERETO,
as the Lenders,

SUNTRUST
BANK,
as the Administrative Agent for the Lenders,

LEHMAN
COMMERCIAL PAPER INC.,
as the Syndication Agent,

CREDIT
SUISSE FIRST BOSTON,
as the Documentation Agent.

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SUNTRUST
CAPITAL MARKETS, INC.,
as Lead Arranger

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TABLE OF CONTENTS



|Section                                                                                |  |                                                              
|-------------------------------------------------------------------------------------- |  | -------------------------------------------------------------
|ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS                                            
|SECTION 1.1                                                                            |  | Defined Terms                                                
|SECTION 1.2                                                                            |  | Use of Defined Terms                                         
|SECTION 1.3                                                                            |  | Cross References                                             
|SECTION 1.4                                                                            |  | Accounting and Financial Determinations                      
|SECTION 1.5                                                                            |  | Time References                                              
|ARTICLE II
COMMITMENTS, BORROWING AND ISSUANCE PROCEDURES,
NOTES AND LETTERS OF CREDIT
|SECTION 2.1                                                                            |  | Commitments                                                  
|SECTION 2.1.1                                                                          |  | Revolving Loan Commitment                                    
|SECTION 2.1.2                                                                          |  | Letter of Credit Commitment                                  
|SECTION 2.1.3                                                                          |  | Swingline Commitment                                         
|SECTION 2.1.4                                                                          |  | Assignment and Reallocation of Existing Loans and Commitments
|SECTION 2.2                                                                            |  | Reduction of the Commitment Amounts                          
|SECTION 2.2.1                                                                          |  | Optional                                                     
|SECTION 2.2.2                                                                          |  | Mandatory                                                    
|SECTION 2.3                                                                            |  | Borrowing Procedures; etc.                                   
|SECTION 2.3.1                                                                          |  | Revolving Loans                                              
|SECTION 2.3.2                                                                          |  | Swingline Loans                                              
|SECTION 2.4                                                                            |  | Continuation and Conversion Elections                        
|SECTION 2.5                                                                            |  | Funding                                                      
|SECTION 2.6                                                                            |  | Issuance Procedures                                          
|SECTION 2.6.1                                                                          |  | Other Lenders' Participation                                 
|SECTION 2.6.2                                                                          |  | Disbursements                                                
|SECTION 2.6.3                                                                          |  | Reimbursement                                                
|SECTION 2.6.4                                                                          |  | Deemed Disbursements                                         
|SECTION 2.6.5                                                                          |  | Nature of Reimbursement Obligations                          
|SECTION 2.7                                                                            |  | Revolving Notes                                              
|                                                                                       |  |                                                              

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|ARTICLE III
REPAYMENTS, PREPAYMENTS, INTEREST AND FEES
|------------------------------------------------------
|SECTION 3.1                                           
|SECTION 3.1.1                                         
|SECTION 3.1.2                                         
|SECTION 3.2                                           
|SECTION 3.2.1                                         
|SECTION 3.2.2                                         
|SECTION 3.2.3                                         
|SECTION 3.3                                           
|SECTION 3.3.1                                         
|SECTION 3.3.2                                         
|SECTION 3.3.3                                         
|ARTICLE IV
CERTAIN LIBOR AND OTHER PROVISIONS         
|SECTION 4.1                                           
|SECTION 4.2                                           
|SECTION 4.3                                           
|SECTION 4.4                                           
|SECTION 4.5                                           
|SECTION 4.6                                           
|SECTION 4.7                                           
|SECTION 4.8                                           
|SECTION 4.9                                           
|ARTICLE V
COLLATERAL AND GUARANTIES                   
|SECTION 5.1                                           
|SECTION 5.2                                           
|SECTION 5.2.1                                         
|SECTION 5.2.2                                         
|SECTION 5.3                                           
|                                                      

ii

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|ARTICLE VI
CONDITIONS TO EFFECTIVENESS AND TO FUTURE CREDIT EXTENSIONS
|----------------------------------------------------------------------
|SECTION 6.1                                                           
|SECTION 6.1.1                                                         
|SECTION 6.1.2                                                         
|SECTION 6.1.3                                                         
|SECTION 6.1.4                                                         
|SECTION 6.1.5                                                         
|SECTION 6.1.6                                                         
|SECTION 6.1.7                                                         
|SECTION 6.1.8                                                         
|SECTION 6.1.9                                                         
|SECTION 6.1.10                                                        
|SECTION 6.1.11                                                        
|SECTION 6.1.12                                                        
|SECTION 6.1.13                                                        
|SECTION 6.1.14                                                        
|SECTION 6.1.15                                                        
|SECTION 6.1.16                                                        
|SECTION 6.1.17                                                        
|SECTION 6.1.18                                                        
|SECTION 6.1.19                                                        
|SECTION 6.1.20                                                        
|SECTION 6.1.21                                                        
|SECTION 6.2                                                           
|SECTION 6.2.1                                                         
|SECTION 6.2.2                                                         
|SECTION 6.2.3                                                         
|                                                                      

iii

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|ARTICLE VII
REPRESENTATIONS AND WARRANTIES
|------------------------------------------
|SECTION 7.1                               
|SECTION 7.2                               
|SECTION 7.3                               
|SECTION 7.4                               
|SECTION 7.5                               
|SECTION 7.6                               
|SECTION 7.7                               
|SECTION 7.8                               
|SECTION 7.9                               
|SECTION 7.10                              
|SECTION 7.11                              
|SECTION 7.12                              
|SECTION 7.13                              
|SECTION 7.14                              
|SECTION 7.15                              
|SECTION 7.16                              
|SECTION 7.17                              
|SECTION 7.18                              
|SECTION 7.19                              
|                                          

iv

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|ARTICLE VIII
COVENANTS
|----------------------
|SECTION 8.1           
|SECTION 8.1.1         
|SECTION 8.1.2         
|SECTION 8.1.3         
|SECTION 8.1.4         
|SECTION 8.1.5         
|SECTION 8.1.6         
|SECTION 8.1.7         
|SECTION 8.1.8         
|SECTION 8.1.9         
|SECTION 8.1.10        
|SECTION 8.1.11        
|SECTION 8.2           
|SECTION 8.2.1         
|SECTION 8.2.2         
|SECTION 8.2.3         
|SECTION 8.2.4         
|SECTION 8.2.5         
|SECTION 8.2.6         
|SECTION 8.2.7         
|SECTION 8.2.8         
|SECTION 8.2.9         
|SECTION 8.2.10        
|SECTION 8.2.11        
|SECTION 8.2.12        
|SECTION 8.2.13        
|SECTION 8.2.14        
|SECTION 8.2.15        
|SECTION 8.2.16        
|SECTION 8.2.17        
|SECTION 8.2.18        
|SECTION 8.2.19        
|                      

v

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|SECTION 8.2.20                     |  | Limitations on Intercompany Loans and Transfers          
|---------------------------------- |  | ---------------------------------------------------------
|SECTION 8.3                        |  | Additional Covenants regarding certain Spanish Collateral
|SECTION 8.3.1                      |  | Foreign Subsidiary Pledge and Security Agreements        
|SECTION 8.3.2                      |  | Mortgages                                                
|SECTION 8.3.3                      |  | Opinions of Counsel                                      
|ARTICLE IX
EVENTS OF DEFAULT      
|SECTION 9.1                        |  | Listing of Events of Default                             
|SECTION 9.1.1                      |  | Non-Payment of Obligations                               
|SECTION 9.1.2                      |  | Breach of Warranty                                       
|SECTION 9.1.3                      |  | Non-Performance of Certain Covenants and Obligations     
|SECTION 9.1.4                      |  | Non-Performance of Other Covenants and Obligations       
|SECTION 9.1.5                      |  | Default on Other Indebtedness                            
|SECTION 9.1.6                      |  | Judgments                                                
|SECTION 9.1.7                      |  | Pension Plans                                            
|SECTION 9.1.8                      |  | Change in Control                                        
|SECTION 9.1.9                      |  | Bankruptcy, Insolvency, etc.                             
|SECTION 9.1.10                     |  | Impairment of Security, etc.                             
|SECTION 9.1.11                     |  | Failure of Subordination                                 
|SECTION 9.1.12                     |  | Parent Total Debt to Parent Total Capitalization Ratio   
|SECTION 9.2                        |  | Action if Bankruptcy                                     
|SECTION 9.3                        |  | Action if Other Event of Default                         
|ARTICLE X
THE ADMINISTRATIVE AGENT
|SECTION 10.1                       |  | Actions                                                  
|SECTION 10.2                       |  | Funding Reliance, etc.                                   
|SECTION 10.3                       |  | Exculpation                                              
|SECTION 10.4                       |  | Successor                                                
|SECTION 10.5                       |  | Credit Extensions by SunTrust                            
|SECTION 10.6                       |  | Credit Decisions                                         
|SECTION 10.7                       |  | Copies, etc.                                             
|SECTION 10.8                       |  | Reliance by Administrative Agent                         
|SECTION 10.9                       |  | Defaults                                                 
|SECTION 10.10                      |  | Syndication Agent and Documentation Agent                
|                                   |  |                                                          

vi

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|ARTICLE XI
US BORROWER GUARANTY     
|------------------------------------
|SECTION 11.1                        
|SECTION 11.2                        
|SECTION 11.3                        
|SECTION 11.4                        
|SECTION 11.5                        
|SECTION 11.6                        
|SECTION 11.7                        
|ARTICLE XII
MISCELLANEOUS PROVISIONS
|SECTION 12.1                        
|SECTION 12.2                        
|SECTION 12.3                        
|SECTION 12.4                        
|SECTION 12.5                        
|SECTION 12.6                        
|SECTION 12.7                        
|SECTION 12.8                        
|SECTION 12.9                        
|SECTION 12.10                       
|SECTION 12.11                       
|SECTION 12.12                       
|SECTION 12.13                       
|SECTION 12.14                       
|SECTION 12.15                       
|SCHEDULES AND EXHIBITS              
|SCHEDULE I                          
|SCHEDULE II                         
|SCHEDULE III                        
|SCHEDULE IV                         
|EXHIBIT A                           
|EXHIBIT A1                          
|EXHIBIT B                           
|                                    

vii

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|EXHIBIT B1 |  |     Form of Notice of Swingline Borrowing 
|---------- |  | -------------------------------------------
|EXHIBIT C  |  |     Form of Issuance Request              
|EXHIBIT D  |  |     Form of Continuation/Conversion Notice
|EXHIBIT E  |  |     Form of Compliance Certificate        
|EXHIBIT F  |  |     Form of Lender Assignment Agreement   

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of November 7, 2002, is among USP DOMESTIC HOLDINGS, INC., a Delaware corporation (the
"US Borrower"), USPE HOLDINGS LIMITED, a company incorporated in England and Wales (the "UK Borrower",
and together with the US Borrower, collectively the "Borrowers" and each individually a "Borrower"), the
various financial institutions and other Persons from time to time parties hereto (the "Lenders"), SUNTRUST BANK
("SunTrust"), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders,
LEHMAN COMMERCIAL PAPER INC. ("Lehman"), as syndication agent (in such capacity, the "Syndication
Agent") for the Lenders, and CREDIT SUISSE FIRST BOSTON ("CSFB"), as documentation agent (in such capacity, the
"Documentation Agent") for the Lenders.

W I T N E S S E T H:

WHEREAS, the US Borrower is a direct wholly-owned Subsidiary of United Surgical Partners Holdings, Inc., a Delaware corporation
("Holdings"), the UK Borrower is a direct wholly-owned Subsidiary of USP International Holdings, Inc., a Delaware corporation
("USP International"), USP International is a direct wholly-owned Subsidiary of Holdings and Holdings is a direct wholly-owned Subsidiary of United
Surgical Partners International, Inc., a Delaware corporation ("Parent");

WHEREAS,
pursuant to the Credit Agreement, dated as of June 13, 2001 (as amended, supplemented, amended and restated or otherwise modified prior to the date hereof, the
"Original Credit Agreement"), among the US Borrower, the various financial institutions and other Persons parties thereto (the
"Original Lenders"), CSFB, as administrative agent thereunder, Lehman, as syndication agent thereunder, and, Societe Generale, as documentation agent
thereunder, the Original Lenders were committed to make extensions of credit to the US Borrower on the terms and conditions set forth therein and made loans (the "Original
Loans") to the US Borrower;

WHEREAS,
the Original Credit Agreement was amended and restated pursuant to that certain Amended and Restated Credit Agreement, dated as of December 19, 2001, as amended by that
certain First Amendment to Credit Agreement dated May 8, 2002 (the Original Credit Agreement, as so amended, supplemented, amended and restated or otherwise modified prior to the date hereof,
collectively the "Existing Credit Agreement"), among the Borrowers, the various financial institutions and other Persons parties thereto (the
"Existing Lenders"), CSFB, as administrative agent thereunder, Lehman, as syndication agent thereunder, and Societe Generale, as documentation agent
thereunder, the Existing Lenders were committed to make extensions of credit to the Borrowers on the terms and conditions set forth therein and made loans (the "Existing
Loans") to the Borrowers;

WHEREAS,
Parent has recently issued shares of its common stock in a public offering (the "2002 Follow-On Offering") for gross
cash proceeds of $53,130,000 (the "Gross Equity Proceeds") the proceeds of which has been or will be applied to (a) payment of the outstanding
Existing Loans, (b) general corporate purposes of Parent and (c) Permitted Acquisitions and Investments (as such terms are defined in this Agreement) permitted under the terms of this
Agreement;

WHEREAS,
in connection with the ongoing working capital and general corporate needs of the Borrowers and their Consolidated Entities, the Borrowers desire, among other things, to
continue to obtain Loans under this Agreement and to obtain Commitments to make Credit Extensions set forth herein (to include availability for revolving loans and letters of credit);

WHEREAS,
the Borrowers have requested that the Existing Credit Agreement be amended and restated in its entirety to become effective and binding on the Borrowers pursuant to the terms of
this Agreement, and the Lenders (including both a portion of the Existing Lenders and certain new Lenders) have agreed (subject to the terms of this Agreement) to amend and restate the Existing Credit
Agreement in its entirety to read as set forth in this Agreement, and it has been agreed by the parties to the Existing Credit Agreement and by the parties to this Agreement that (a) SunTrust
shall be substituted as Administrative Agent, (b) the commitments which the Existing Lenders have agreed

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to extend to the Borrowers under the Existing Credit Agreement shall be extended or advanced to the Borrowers by certain of the Existing Lenders and certain new Lenders upon the amended and restated
terms and conditions contained in this Agreement and (c) the Obligations outstanding under the Existing Credit Agreement shall be governed by and deemed to be outstanding under the amended and
restated terms and conditions contained in this Agreement, with the intent that the terms of this Agreement shall supersede the terms of the Existing Credit Agreement (each of which shall hereafter
have no further effect upon the parties thereto, other than for accrued fees and expenses, and indemnification provisions, accrued and owing under the terms of the Existing Credit Agreement on or
prior to the date hereof or arising (in the case of an indemnification) under the terms of the Existing Credit Agreement);provided, that any Rate
Protection Agreements with any one or more Existing Lenders (or their respective Affiliates) which are parties to this Agreement shall continue unamended and in full force and effect; and

WHEREAS,
all Obligations are and shall continue to be secured by, among other things, the Pledge Agreements and other Loan Documents and shall be guaranteed pursuant to the Subsidiary
Guaranty.

NOW,
THEREFORE, the parties hereto hereby agree to amend and restate the Existing Credit Agreement, and the Existing Credit Agreement is hereby amended and restated in its entirety as
follows:

ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1Defined Terms.The following terms (whether or not underscored) when used in this Agreement,
including its preamble and recitals, shall, except where the context otherwise
requires, have the following meanings (such meanings to be equally applicable to the singular and plural forms thereof):

"2002 Follow-On Offering" is defined in thefourth recital.

"Acquired Person EBITDAM" means, with respect to any Person acquired in connection with a Permitted Acquisition, for the twelve month
period prior to the date of the consummation of such Permitted Acquisition, the sum of (a) the net income of such Person,plus(b) to the
extent deducted in determining such net income, the sum of amounts attributable to (i) amortization, (ii) income tax expense, (iii) interest expense, (iv) depreciation of
assets and (v) management fees, in each case determined in a manner substantially similar to the determination of similar items in the definition of EBITDA herein.

"Adjusted LIBO Rate" means, with respect to each Interest Period for a LIBOR Borrowing, the rate per annum obtained by dividing
(i) LIBOR for such Interest Period by (ii) a percentage equal to 1.00minusthe LIBOR Reserve Percentage. The Adjusted LIBO Rate for any
Interest Period for LIBOR Loans will be determined by the Administrative Agent on the basis of the LIBOR Reserve Percentage in effect two Business Days before the first day of such Interest Period.

"Administrative Agent" is defined in thepreambleand includes each other Person appointed
as the successor Administrative Agent pursuant toSection 10.4.

"Affiliate" of any Person means any other Person which, directly or indirectly, controls, is controlled by or is under common control with
such Person. "Control" of a Person means the power, directly or indirectly, (a) to vote 10% or more of the Equity Interests (on a fully diluted
basis) of such Person having ordinary voting power for the election of directors, managing members or general partners (as applicable); or (b) to direct or cause the direction of the management
and policies of such Person (whether by contract or otherwise).

2

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"Affirmation and Acknowledgment" means the Affirmation and Acknowledgment executed and delivered by an Authorized Officer of each Obligor
pursuant to the terms of this Agreement, in form and substance satisfactory to the Administrative Agent.

"Agents" means, collectively, the Administrative Agent, the Syndication Agent and the Documentation Agent.

"Agreement" means this Second Amended and Restated Credit Agreement, which amends and restates the Existing Credit Agreement, which
amended and restated the Original Credit Agreement, as such may be further amended and/or restated from time to time.

"Applicable Margin" means the percentage designated in the "Pricing Grid" attached hereto
asSchedule II, such percentages being determined by reference to Levels I-V based on the Borrowers' Total Funded Debt to EBITDA Ratio as of the
applicable determination date. The Applicable Margin shall initially be set at Level V of the "Pricing Grid"; providedthat upon delivery to the
Administrative Agent of Borrowers' financial statements for the Fiscal Quarter ending December 31, 2002, the
Applicable Margin shall be reset at the appropriate Level based on the Borrowers' Total Funded Debt to EBITDA Ratio. Thereafter, the Total Funded Debt to EBITDA Ratio used to compute the Applicable
Margin shall be the Total Funded Debt to EBITDA Ratio set forth in the Compliance Certificate most recently delivered by the Borrowers to the Administrative Agent pursuant to Section 8.1.1(d).
Changes in the Applicable Margin resulting from a change in the Total Funded Debt to EBITDA Ratio shall become effective as of
the second Business Day following the date that the Administrative Agent receives a Compliance Certificate in accordance withSection 8.1.1(d)hereof;providedthat if the Borrowers shall fail to deliver a Compliance Certificate within 45 days after the end of any Fiscal Quarter (or
within 90 days, in the case of the last Fiscal Quarter of the Fiscal Year), the Applicable Margin from and including the 46th (or 91st, as the case may be) day after the end of such Fiscal
Quarter to but not including the date the Borrowers deliver to the Administrative Agent a Compliance Certificate shall be set at Level V of the "Pricing
Grid".

"Approved Fund" means any Person (other than a natural Person) that (a) is or will be engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and (b) is administered or managed by a Lender, an Affiliate of a Lender or an
entity or an Affiliate of an entity that administers or manages a Lender.

"Authorized Officer" means, relative to any Obligor, those of its officers, general partners or managing members (as applicable) whose
signatures and incumbency shall have been certified to the Administrative Agent, the Lenders and the Issuer pursuant toSection 6.1.1.

"Base Rate" means, at any time, the higher of (i) the rate which Administrative Agent announces from time to time as its prime
lending rate, as in effect from time to time, or (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (1/2%) per annum (any
changes in such rates to be effective as of the date of any change in such rate). The Administrative Agent's prime lending rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. Administrative Agent may make commercial loans or other loans at rates of interest at, above, or below the Administrative Agent's prime lending rate.

"Base Rate Loan" means a Loan bearing interest at a fluctuating rate determined by reference to the Base Rate.

"Borrower" and "Borrowers" are defined in the preamble.

"Borrowing" means the Loans of the same type and, in the case of LIBOR Loans, having the same Interest Period, made by all Lenders
required to make such Loans on the same Business Day and pursuant to the same Borrowing Request (or Notice of Swingline Borrowing, as applicable).

3

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"Borrowing Request" means a Base Rate or LIBOR Loan request and certificate duly executed by an Authorized Officer of the applicable
Borrower, substantially in the form ofExhibit Bhereto.

"Business Day" means (a) any day which is neither a Saturday or Sunday nor a legal holiday on which banks are authorized or
required to be closed in Nashville, Tennessee or New York, New York, and (b) relative to the making, continuing, prepaying or repaying of any LIBOR Loans, any day which is a Business Day
described inclause (a)above and which is also a day on which dealings in Dollars are carried on in the London interbank eurodollar market.

"Capital Expenditures" means, for any period, the aggregate amount of (a) all expenditures of the Borrowers and their Consolidated
Entities for fixed or capital assets made during such period which, in accordance with GAAP, would be classified as capital expenditures and (b) Capitalized Lease Liabilities incurred by the
Borrowers and their Consolidated Entities during such period.

"Capitalized Lease Liabilities" means, with respect to any Person, all monetary obligations of such Person under any leasing or similar
arrangement which have been (or, in accordance with GAAP, should be) classified as capitalized leases, and for purposes of each Loan Document, the amount of
such obligations shall be the capitalized amount thereof, determined in accordance with GAAP, and the stated maturity thereof shall be the date of the last payment of rent or any other amount due
under such lease prior to the first date upon which such lease may be terminated by the lessee without payment of a premium or a penalty.

"Cash Collateralize" means, with respect to a Letter of Credit, the deposit of immediately available funds into a cash collateral account
maintained with (or on behalf of) the Administrative Agent on terms satisfactory to the Administrative Agent in an amount equal to the Stated Amount of such Letter of Credit.

"Cash Equivalent Investment" means, at any time:



4

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"Casualty Event" means the damage, destruction or condemnation, as the case may be, of property of any Person or any of its Subsidiaries.

"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

"CERCLIS" means the Comprehensive Environmental Response Compensation Liability Information System List.

"Change in Control" means (a) the failure of Parent at any time to directly own beneficially and of record on a fully diluted basis
100% of the outstanding Equity Interests of Holdings, such Equity Interests to be held free and clear of all Liens (other than Liens granted under a Loan Document); or (b) the failure of
Holdings at any time to directly or indirectly own beneficially and of record on a fully diluted basis 100% of the outstanding Equity Interests of the US Borrower and the UK Borrower, such Equity
Interests to be held free and clear of all Liens (other than Liens granted under a Loan Document); or (c) any person or group (within the meaning ofSections 13(d) and
14(d)under the Exchange Act), shall become the ultimate "beneficial owner" (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of Equity Interests representing more than 35% of the Equity Interests of Parent on a fully diluted basis; or (d) during any
period of 24 consecutive months, individuals who at the beginning of such period constituted the Board of Directors of Parent (together with any new directors whose election to such Board or whose
nomination for election by the stockholders of Parent was approved by a vote of a majority of the directors then still in office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors of Parent then in office; or (e) the occurrence of any
"Change of Control" (or similar term) under (and as defined in) any Sub Debt Document.

"Closing Date" means November 7, 2002.

"Code" means the Internal Revenue Code of 1986, and the regulations thereunder, in each case as amended, reformed or otherwise modified
from time to time.

"Collateral" is defined inSection 5.1.

"Commitment" means, as the context may require, the Revolving Loan Commitment, the Swingline Commitment, or the Letter of Credit
Commitment.

"Commitment Amount" means, as the context may require, the Aggregate Revolving Loan Commitment, the Swingline Commitment or the Letter of
Credit Commitment Amount.

"Commitment Termination Date" means the earliest of



Upon
the occurrence of any event described in the precedingclauses (b)or(c), the
Commitments shall terminate automatically and without any further action.

"Commitment Termination Event" means



5

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"Compliance Certificate" means a certificate duly completed and executed by an Authorized Officer of the applicable Borrower,
substantially in the form ofExhibit Ehereto, together with such changes thereto as the Administrative Agent may from time to time request for
the purpose of monitoring the Borrowers' compliance with the financial covenants contained herein.

"Confidential Information" means information relating to the Borrowers, any of their Subsidiaries or any other Obligor obtained by any
Secured Party pursuant to or in connection with this Agreement, or otherwise from or on behalf of the Borrowers or any of their Subsidiaries or Affiliates (to the extent identified as Affiliates to
the Administrative Agent and the Lenders) (including any such information obtained by either the Administrative Agent or any Lender in the course of any review of the books or records of the Borrowers
or any Subsidiary thereof as contemplated herein), but excluding information (a) that was previously known to any Secured Party (other than through a previous lending or other business
relationship with the Borrowers or any of their Subsidiaries), (b) that is or subsequently becomes generally publicly known through no violation of this Agreement by any Secured Party or any
Person acting therefor or (c) that has been disclosed to any Secured Party from a third party not known by such Secured Party to be under a duty of confidentiality with respect to such
Confidential Information.

"Consolidated Entities" means each of the Borrowers' Subsidiaries (other than Global Healthcare and its Subsidiaries) and each of the
operating partnerships, limited liability companies, joint ventures or similar entities in which either of the Borrowers have, directly or indirectly (other than through Global Healthcare and its
Subsidiaries), invested, in each case which are consolidated in the Borrowers' financial statements delivered pursuant toSection 8.1.1hereof.

"Contingent Liability" means any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is
contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor in connection with such
debtor's Indebtedness, or otherwise to assure a creditor against loss) the Indebtedness of any other Person (other than by endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the Equity Interests of any other Person. The amount of any Person's obligation under any Contingent Liability
shall (subject to any limitations set forth therein) be deemed to be the outstanding principal amount of the debt, obligation or other liability guaranteed thereby.

"Continuation/Conversion Notice" means a notice of continuation or conversion and certificate duly executed by an Authorized Officer of
the applicable Borrower, substantially in the form of Exhibit D hereto.

"Controlled Group" means all members of a controlled group of corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the Borrowers, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of
ERISA.

"Copyright Security Agreement" means any copyright security agreement executed and delivered by any Obligor, substantially in the form of
Exhibit D to any Pledge Agreement, as such may be amended and/or restated from time to time.

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"Credit Extension" means, as the context may require, (a) the making of a Loan by a Lender or (b) the issuance of any Letter
of Credit, or the extension of any Stated Expiry Date of any existing Letter of Credit, by the Issuer.

"Debt Issuance" means unsecured Indebtedness of a Borrower or any Consolidated Entity in the form of senior notes or other publicly or
privately placed Indebtedness but specifically excluding Subordinated Debt.

"Default" means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute
an Event of Default.

"Designated Senior Indebtedness" is defined inSection 7.16.

"Disbursement" is defined inSection 2.6.2.

"Disbursement Date" is defined inSection 2.6.2.

"Disclosure Schedule" means the Disclosure Schedule attached hereto asSchedule I,
as it may be amended and/or restated from time to time by the Borrowers with the written consent of the Required Lenders.

"Disposition" (or similar words such as "Dispose") means any sale, transfer, lease,
contribution or other conveyance (including by way of merger) of, or the granting of options, warrants or other rights to, any of the Borrowers' or their Consolidated Entities' assets (including
accounts receivable and Equity Interests of Subsidiaries, but excluding cash) to any other Person (other than to another Obligor) in a single transaction or series of transactions.

"Documentation Agent" is defined in the preamble.

"Dollar" and the sign "$" mean lawful money of the United States.

"EBIT" means for any applicable period, the sum of (a) Net Income, plus(b) to the extent deducted in determining Net Income, the sum of amounts attributable to (i) income tax expense and (ii) Interest Expense, plus(c) Minority Interests;providedthat EBIT shall be adjusted to give pro forma effect to
(x) Permitted Acquisitions made during such period (such adjustment to be reasonably satisfactory to the Administrative Agent) as if such Permitted Acquisitions had been made at the beginning
of such period, and (y) Permitted Dispositions during such period (such adjustment to be reasonably satisfactory to the Administrative Agent) as if such Permitted Dispositions had been made at
the beginning of such period.

"EBITDA" means for any applicable period, the sum of (a) Net Income, plus(b) to the extent deducted in determining Net Income, the sum of amounts attributable to (i) amortization, (ii) income tax expense, (iii) Interest Expense and
(iv) depreciation of assets;providedthat EBITDA shall be adjusted to give pro forma effect to (x) Permitted Acquisitions made during
such period (such adjustment to be reasonably satisfactory to the Administrative Agent) as if such Permitted Acquisitions had been made at the beginning of such period, and (y) Permitted
Dispositions during such period (such adjustment to be reasonably satisfactory to the Administrative Agent) as if such Permitted Dispositions had been made at the beginning of such period.

"Effective Date" means June 13, 2001, the date the Original Credit Agreement originally became effective.

"Eligible Assignee" means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund or (d) any other
Person (other than a natural Person) approved (in the case of thisclause (d)) by the
Administrative Agent, the Issuer (but then only in the case of any assignment of the Revolving Loan Commitment) and, unless (x) such Person is taking delivery of an assignment in connection
with

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physical settlement of a credit derivatives transaction or (y) an Event of Default has occurred and is continuing, the Borrowers (each such approval not to be unreasonably withheld or
delayed).

"Environmental Laws" means all applicable federal, state or local statutes, laws, ordinances, codes, rules, regulations and guidelines
(including consent decrees and administrative orders) relating to public, health and safety and protection of the environment.

"Equity Interests" means, with respect to any Person, any and all shares, partnership, joint venture or other interests, participations or
other equivalents (however designated, whether voting or non-voting) of such Person's capital, whether now outstanding or issued after the Effective Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute thereto of similar import,
together with the regulations thereunder, in each case as in effect from time to time. References to Sections of ERISA also refer to any successor Sections thereto.

"Escrow Agreement" means any Escrow Agreement executed and delivered by a Lender, substantially in the form of Exhibit Bto any Lender Assignment Agreement, as such
may be amended and/or restated from time to time.

"Escrow Funds" is defined in the Escrow Agreement.

"Event of Default" is defined inSection 9.1.

"Excess Cash Flow" means for any Fiscal Year, (a) EBITDA for such Fiscal Yearless(b) the sum (for such Fiscal Year) of (i) Interest Expense actually paid in cash by the Borrowers and their Consolidated Entities, (ii) principal repayments, to the extent
actually made, of Indebtedness by the Borrowers and their Consolidated Entities (including voluntary and mandatory prepayments), (iii) all income Taxes actually paid in cash by the Borrowers
and their Consolidated Entities, (iv) Capital Expenditures actually made by the Borrowers and their Consolidated Entities in such Fiscal Year and (v) the increase, if any, in current
assets over current liabilities of the Borrowers and their Consolidated Entities during such Fiscal Year,plus(c) the decrease, if any, of
current assets over current liabilities of the Borrowers and their Consolidated Entitiesduring such Fiscal Year, plus(d) extraordinary non-recurring,
 non-cash charges acceptable to the Administrative Agent.

"Excess Equity Proceeds" means the amount equal to Gross Equity Proceeds less the sum of (i) the fees, commissions and other
closing costs incurred in connection with the 2002 Follow-On Offeringplus(ii) the sums paid to reduce the outstanding Existing
Loans as required pursuant toSection 6.1.20 plus(iii) the sums paid for any Permitted Acquisition completed between October 4,
2002 and the Closing Dateplus(iv) the sums paid or otherwise pledged or deposited for the extended reporting endorsement to be issued by
American Continental Insurance Company.

"Exemption Certificate" is defined inclause (e)of Section 4.6.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Existing Credit Agreement" is defined in thethird recital.

"Existing Lenders" is defined in thethird recital.

"Existing Letters of Credit" means the following: (a) that certain Standby Letter of Credit bearing letter of credit number
TS-07001832 issued by CSFB on December 17, 2001 in the face amount of $517,140 for the benefit of Gaco Sarasota, LLC and on the account of US Borrower; and (b) that certain
Standby Letter of Credit bearing letter of credit number TS-07001842 issued by CSFB on December 28, 2001 in the face amount of $225,000 for the benefit of Arden Westwood, LLC and on
the account of US Borrower.

"Existing Loans" is defined in thethird recital.

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"Federal Funds Rate" means, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal
to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank
of New York on the next succeeding Business Day, or if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rounded upwards, if necessary, to
the next 1/100th of 1% of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative
Agent.

"Fee Letter" means the confidential letter, dated August 14, 2002, from the Administrative Agent to the Parent, as accepted by
Parent on August 16, 2002.

"Filing Statements" means all UCC financing statements (Form UCC-1) or other similar financing statements and UCC termination
statements (Form UCC-3) required pursuant to the Loan Documents.

"Fiscal Quarter" means a quarter ending on the last day of March, June, September or December.

"Fiscal Year" means any period of twelve consecutive calendar months ending on December 31.

"Fixed Charge Coverage Ratio" means as of the close of any Fiscal Quarter, the ratio computed for the period consisting of such Fiscal
Quarter and each of the three immediately preceding Fiscal Quarters of (a) EBITDA (for all such Fiscal Quarters)plusMinority Interests lessMaintenance Capital Expenditures made during such Fiscal Quartersto(b) the sum (for all
such Fiscal Quarters) of (i) Interest Expense, (ii) scheduled principal repayments of Indebtedness made during such period, and (iii) all income Taxes actually paid in cash by the
Borrowers and their Consolidated Entities;providedthat for purposes of this calculation only, EBITDA will not be adjusted to give proforma effect to
Permitted Acquisitions made during such applicable Fiscal Quarters.

"Foreign Subsidiary" means a Subsidiary that is not incorporated or organized under the laws of the United States or a state thereof.

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"Foreign Subsidiary Guarantor" means a wholly owned Foreign Subsidiary.

"Foreign Subsidiary Guaranty" means the Foreign Subsidiary Guaranties, each dated as of May 28, 2002, executed and delivered by an
Authorized Officer of each Foreign Subsidiary Guarantor pursuant to the terms of the Existing Credit Agreement, as amended in accordance with the terms hereof, and such may be further supplemented,
amended and/or restated from time to time and all other Foreign Subsidiary Guaranties delivered pursuant to the requirements of this Agreement from time to time, as may be supplemented, amended and/or
restated from time to time.

"Foreign Subsidiary Mortgages" means (i) that certain deed of mortgage over industrial machinery granted by Clinica Sagrado
Corazon, S.L. (Sociedad Unipersonal), as mortgagor, and CSFB, Societe General Financial Corporation and Lehman, as beneficiaries, on May 28, 2002, before the Spanish public notary
Mr. Andres de la Fuente O'Conner under number 612 of his official records, as such may be amended and/or restated from time to time in connection with the execution of this Credit Agreement or
otherwise; (ii) that certain deed of mortgage over industrial machinery granted by United Surgical Partners Instituto Dexeus, S.A., as mortgagor, and CSFB, Societe General Financial Corporation
and Lehman, as beneficiaries, on May 28, 2002, before the Spanish public notary Mr. Andres de la Fuente O'Conner under number 613 of his official records, as such may be amended and/or
restated from time to time in connection with the execution of this Credit Agreement or otherwise; (iii) that certain deed of mortgage over real estate assets granted by United Surgical
Partners Madrid, S.L., as mortgagor, and CSFB, Societe General Financial Corporation and Lehman, as beneficiaries, on May 28, 2002, before the Spanish public notary Mr. Andres de la
Fuente O'Conner under number 614 of his official records, as such may be amended and/or restated from time to time in connection with the execution of this Credit Agreement or otherwise;
(iv) that certain deed of mortgage over real estate assets granted by Clinica Maternal Nuestra Senora de la Esperanza, S.A. (Sociedad Unipersonal), as mortgagor, and CSFB, Societe General
Financial Corporation and Lehman, as beneficiaries, on May 28, 2002, before the Spanish public notary Mr. Andres de la Fuente O'Conner under number 615 of his official records, as such
may be amended and/or restated from time to time in connection with the execution of this Credit Agreement or otherwise; (v) the deeds of mortgages over industrial machinery and over real
estate assets for the property described on, and to be granted by the Obligors listed on,Schedule IV; and (vi) such other deeds of
mortgage as may be executed in the future in connection with the terms of this Agreement.

"Foreign Subsidiary Pledge and Security Agreements" means (i) pledge agreement executed by USP Europe, as pledgor, and CSFB,
Societe General Financial Corporation and Lehman, as pledgees, on May 28, 2002 before the Spanish public notary Mr. Andres de la Fuente O'Conner whereby USP Europe pledged its interest
in the Spanish company Instituto Policlinico Santa Teresa, S.A. (representing as of that date, 95.90% of its share capital) pursuant to the terms of the Existing Credit Agreement, as such
may be amended and/or restated from time to time in connection with the execution of this Credit Agreement or otherwise; (ii) pledge agreement executed by Clinica Sagrado Corazon, S.L., as
pledgor, and CSFB, Societe General Financial Corporation and Lehman, as pledgees, on May 28, 2002 before the Spanish public notary Mr. Andres de la Fuente O'Conner whereby Clinica
Sagrado Corazon, S.L. pledged its interest in the Spanish company Hospitalizacion y Servicios, S.A. (representing as of that date, 87.37% of its share capital) pursuant to the terms of the Existing
Credit Agreement, as such may be amended and/or restated from time to time in connection with the execution of this Credit Agreement or otherwise; (iii) pledge agreement executed by United
Surgical Partners Barcelona, S.L., as pledgor, and CSFB, Societe General Financial Corporation and Lehman, as pledgees, on May 28, 2002 before the Spanish public notary Mr. Andres de la
Fuente O'Conner whereby United Surgical Partners Barcelona, S.L. pledged its interest in the Spanish company Instituto Dexeus, S.A. (representing as of that date, 79.07% of its share capital) pursuant
to the terms of the Existing Credit Agreement, as such may be amended and/or restated from time to time in connection with the execution of this Credit Agreement or otherwise; (iv) pledge
agreement executed by USP

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Europe, as pledgor, and CSFB, Societe General Financial Corporation and Lehman, as pledgees, on May 28, 2002 before the Spanish public notary Mr. Andres de la Fuente O'Conner whereby
USP Europe pledged its interest in the Spanish company United Surgical Partners Madrid, S.L. (representing as of that date, 93.25% of its share capital) pursuant to the terms of the Existing Credit
Agreement, as such may be amended and/or restated from time to time in connection with the execution of this Credit Agreement or otherwise; (v) pledge agreement executed by USP Europe, as
pledgor, and CSFB, Societe General Financial Corporation and Lehman, as pledgees, on May 28, 2002 before the Spanish public notary Mr. Andres de la Fuente O'Conner whereby USP Europe
pledged its interest in the Spanish company United Surgical Partners Dermoestetica, S.L. (representing as of that date, 70.00% of its share capital) pursuant to the terms of the Existing Credit
Agreement, as such may be amended and/or restated from time to time in connection with the execution of this Credit Agreement or otherwise; (vi) pledge agreement executed by the UK Borrower, as
pledgor, and CSFB, Societe General Financial Corporation and Lehman, as pledgees, on June 6, 2002 before the Spanish public notary Mr. Andres de la Fuente O'Conner whereby the UK
Borrower pledged its interest in USP Europe (representing as of that date, 100% of its share capital) pursuant to the terms of the Existing Credit Agreement, as such may be amended and/or restated
from time to time in connection with the execution of this Credit Agreement or otherwise; (vii) pledge agreement executed by USP Europe, as pledgor, and CSFB, Societe General Financial
Corporation and Lehman, as pledgees, on May 28, 2002 before the Spanish public notary Mr. Andres de la Fuente O'Conner whereby USP Europe pledged its interest in the Spanish company
Clinica Maternal Nuestra Senora de la Esperanza, S.A. (Sociedad Unipersonal) (representing as of that date, 100% of its share capital) pursuant to the terms of the Existing Credit Agreement, as such
may be amended and/or restated from time to time in connection with the execution of this Credit Agreement or otherwise; (viii) pledge agreement executed by USP Europe, as pledgor, and CSFB,
Societe General Financial Corporation and Lehman, as pledgees, on May 28, 2002 before the Spanish public notary Mr. Andres de la Fuente O'Conner whereby USP Europe pledged its interest
in the Spanish company Clinica Sagrado Corazon, S.L. (Sociedad Unipersonal) (representing as of that date, 100% of its share capital) pursuant to the terms of the Existing Credit Agreement, as such
may be amended and/or restated from time to time in connection with the execution of this Credit Agreement or otherwise; and (ix) pledge agreement executed by USP Europe, as pledgor, and CSFB,
Societe General Financial Corporation and Lehman, as pledgees, on May 28, 2002 before the Spanish public notary Mr. Andres de la Fuente O'Conner whereby USP Europe pledged its interest
in the Spanish company United Surgical Partners Barcelona, S.L. (representing as of that date, 100% of its share capital) pursuant to the terms of the Existing Credit Agreement, as such may be amended
and/or restated from time to time in connection with the execution of this Credit Agreement or otherwise; along with (x) such additional pledge agreements in connection with the Foreign
Subsidiaries which may be executed in the future in accordance with the terms of this Agreement.

"F.R.S. Board" means the Board of Governors of the Federal Reserve System or any successor thereto.

"GAAP" is defined inSection 1.4.

"Global Healthcare" means Global Healthcare Partners Ltd. (UK), a company incorporated in England and Wales.

"Governmental Authority" means the government of the United States, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other Person exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government.

"Gross Equity Proceeds" is defined in thefourth recital.

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"Hazardous Material" means (a) any "hazardous substance", as defined by CERCLA,
(b) any "hazardous waste", as defined by the Resource Conservation and Recovery Act, as amended, or (c) any pollutant or contaminant or
hazardous, dangerous or toxic chemical, material or substance (including any petroleum product) within the meaning of any other applicable federal, state or local law, regulation, ordinance or
requirement (including consent decrees and administrative orders) relating to or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material,
all as amended.

"Hedging Obligations" means, with respect to any Person, all liabilities of such Person under currency exchange agreements, interest rate
swap agreements, interest rate cap agreements and interest rate collar agreements, and all other agreements or arrangements designed to protect such Person against fluctuations in interest rates or
currency exchange rates.

"herein", "hereof", "hereto",
"hereunder" and similar terms contained in any Loan Document refer to such Loan Document as a whole and not to any particular Section, paragraph or
provision of such Loan Document.

"Holdings" is defined in thefirst recital.

"Holdings Notes" means the 10% Senior Subordinated Notes due 2011 in the aggregate principal amount of $150,000,000 issued by Holdings and
governed by the terms of the Holdings Notes Indenture.

"Holdings Guaranty and Pledge Agreement" means the Holdings Guaranty and Pledge Agreement, dated as of June 13, 2001, executed and
delivered by an Authorized Officer of Holdings pursuant to the terms of the Original Credit Agreement, as amended in accordance with the terms hereof, and as such may be further supplemented, amended
and/or restated from time to time.

"Holdings Notes Guaranties" means the subordinated guaranties made by the Borrowers and their Subsidiaries with respect to the Holdings
Notes pursuant to the Holdings Notes Indenture.

"Holdings Notes Indenture" means the Indenture, dated as of December 19, 2001, entered into among Holdings, the guarantors from
time to time parties thereto and U.S. Trust Company of Texas, N.A., as trustee, as amended, supplemented, amended and restated or otherwise modified from time to time.

"Hospital Joint Venture Entity" is defined inSection 8.1.10.

"Impermissible Qualification" means any qualification or exception to the opinion or certification of any independent public accountant as
to any financial statement of either Borrower (a) which is of a "going concern" or similar nature, (b) which relates to the limited scope
of examination of matters relevant to such financial statement, or (c) which relates to the treatment or classification of any item in such financial statement and which, as a condition to its
removal, would require an adjustment to such item the effect of which would be to cause such Borrower to be in Default.

"including" and "include" means including without limiting the generality of any
description preceding such term, and, for purposes of each Loan Document, the parties hereto agree that the rule of ejusdem generis shall not be applicable to limit a general statement, which is
followed by or referable to an enumeration of specific matters, to matters similar to the matters specifically mentioned.

"Indebtedness" of any Person means:



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The
Indebtedness of any Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner) to the extent such Person is
liable therefor as a result of such Person's ownership interest in or other relationship with such Person, except to the extent the terms of such Indebtedness provide that such Person is not liable
therefor.

"Indemnified Liabilities" is defined inSection 12.4.

"Indemnified Parties" is defined inSection 12.4.

"Interest Coverage Ratio" means, as of the last day of any Fiscal Quarter, the ratio computed for the period consisting of such Fiscal
Quarter and each of the three immediately preceding Fiscal Quarters of (a) EBIT (for all such Fiscal Quarters)to(b) the sum (for all
such Fiscal Quarters) of Interest Expense;providedthat for purposes of this calculation only, EBIT will not be adjusted to give proforma effect to
Permitted Acquisitions made during such applicable Fiscal Quarters.

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"Interest Expense" means, for the Borrowers and their Consolidated Entities for any period, the sum of (a) total interest expense
(both accrued and paid), including without limitation the interest component of any payments in respect of Capitalized Lease Liabilities or expensed during such period (whether or not actually paid
during such period)plus(b) the net amount payable (orminusthe net amount receivable) under
Hedging Obligations during such period (whether or not actually paid or received during such period).

"Interest Period" means



"Investment" means, relative to any Person, (a) any loan, advance or extension of credit made by such Person to any other Person,
including the purchase by such Person of any bonds, notes, debentures or other debt securities of any other Person, (b) Contingent Liabilities in favor of any other Person, and (c) any
Equity Interests held by such Person in any other Person. The amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon and
shall, if made by the transfer or exchange of property other than cash, be deemed to have been made in an original principal or capital amount equal to the fair market value of such property at the
time of such Investment.

"ISP Rules" is defined inSection 12.9.

"Issuance Request" means a Letter of Credit request and certificate duly executed by an Authorized Officer of the applicable Borrower,
substantially in the form ofExhibit Chereto.

"Issuer" means SunTrust in its capacity as Issuer of the Letters of Credit.

"Lender Assignment Agreement" means an assignment agreement, substantially in the form of Exhibit Fattached hereto.

"Lenders" is defined in thepreamble.

"Lender's Environmental Liability" means any and all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses,
costs, judgments, suits, proceedings, damages (including consequential damages), disbursements or expenses of any kind or nature whatsoever (including reasonable attorneys' fees at trial and appellate
levels and experts' fees and disbursements and expenses incurred in

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investigating, defending against or prosecuting any litigation, claim or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against the Administrative Agent, any
Lender or the Issuer, or any of such Person's Affiliates, shareholders, directors, officers, employees, and agents in connection with or arising from:



"Letter of Credit" is defined inSection 2.1.2.

"Letter of Credit Commitment" means the Issuer's obligation to issue Letters of Credit pursuant to Section 2.1.2.

"Letter of Credit Commitment Amount" means, on any date, a maximum amount of $25,000,000, as such amount may be permanently reduced from
time to time pursuant toSection 2.2.

"Letter of Credit Outstandings" means, on any date, and with respect to each Borrower, an amount equal to the sum of (a) the then
aggregate amount which is undrawn and available under all issued and outstanding Letters of Credit, and (b) the then aggregate amount of all unpaid and outstanding Reimbursement Obligations.

"LIBOR" means, relative to any Interest Period, the rate of interest equal to the average of the rates per annum at which Dollar deposits
in immediately available funds are offered to the Administrative Agent's LIBOR Office in the London interbank market as at or about 11:00 a.m. London, England time, two Business Days prior to
the beginning of such Interest Period for delivery on the first day of such Interest Period, and in an amount approximately equal to the amount of the Administrative Agent's LIBOR Loan and for a
period approximately equal to such Interest Period.

"LIBOR Loan" means a Loan bearing interest, at all times during an Interest Period applicable to such Loan, at a rate of interest
determined by reference to the Adjusted LIBO Rate.

"LIBOR Office" means the office of a Lender and the Administrative Agent designated as its "LIBOR
Office" onSchedule IIIattached hereto or in a Lender Assignment Agreement, or such other office designated from time to
time by notice from such Lender to the Borrowers and the Administrative Agent, whether or not outside the United States, which shall be making or maintaining the LIBOR Loans of such Lender.

"LIBOR Reserve Percentage" means the aggregate of the maximum reserve percentages (including, without limitation, any emergency,
supplemental, special or other marginal reserves) expressed as a decimal (rounded upwards to the next 1/100th of 1%) in effect on any day to which the Administrative Agent is subject
with respect to the Adjusted LIBO Rate pursuant to regulations issued by the Board of Governors of the Federal Reserve System (or any Governmental Authority succeeding to any of its principal
functions) with respect to eurocurrency funding (currently referred to as "eurocurrency liabilities" under Regulation D). LIBOR Loans shall be
deemed to constitute eurocurrency funding and

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to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D. The LIBOR
Reserve Percentage shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

"Lien" means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against or interest in property, or other priority or
preferential arrangement of any kind or nature whatsoever, to secure payment of a debt or performance of an obligation.

"Limited Entities" means those Consolidated Entities and Non-Consolidated Entities that, due to restrictions contained in
their Organic Documents or in agreements to which they are a party, are unable to provide a guaranty of the Obligations or place a Lien on their assets and in which the Secured Parties are unable to
obtain a pledge of their Equity Interests.

"Loan" is defined inclause (a)of Section 2.1.1. All references to the term "Loan" or
"Loans" herein shall include both Revolving Loans and Swingline Loans.

"Loan Documents" means, collectively, this Agreement, the Revolving Notes, if any, the Swingline Note, the Letters of Credit, each Rate
Protection Agreement, the Fee Letter, the US Subsidiary Guaranty, the Foreign Subsidiary Guaranty, each Pledge Agreement, each Copyright Security Agreement, each Patent Security Agreement, each
Trademark Security Agreement, each Mortgage, each other agreement pursuant to which the Administrative Agent is granted a Lien to secure the Obligations and each other agreement, certificate, document
or instrument delivered in connection with any Loan Document, whether or not specifically mentioned herein or therein, all as amended and/or restated from time to time.

"Maintenance Capital Expenditures" means any Capital Expenditures made with respect to the maintenance of existing assets.

"Material Adverse Effect" means a material adverse effect on (a) the business, condition (financial or otherwise), operations,
performance, properties or prospects of the Borrowers or the Borrowers and their Consolidated Entities taken as a whole, (b) the rights and remedies of any Secured Party under any Loan Document
or (c) the ability of any Obligor to perform its Obligations under any Loan Document.

"Maximum Assignments" is defined inSection 12.3.

"Maximum Assignment Costs" is defined inSection 12.3.

"Maximum UK Availability" is defined inclause (d)of Section 2.1.1.

"Minority Interests" means, with respect to the Consolidated Entities, the Equity Interests held by Persons other than US Borrower, the UK
Borrower or Subsidiary Guarantors, as reflected in the financial statements of the applicable Borrower in accordance with GAAP.

"Moody's" means Moody's Investors Service, Inc.

"Mortgage" means a mortgage, deed of trust or agreement executed and delivered by any Obligor in favor of the Secured Parties or in favor
of the Administrative Agent for the benefit of the Secured Parties pursuant to the requirements of this Agreement, in form and substance satisfactory to the Administrative Agent, under which a Lien is
granted on the real property and fixtures described therein, in each case as amended and/or restated from time to time.

"Net Casualty Proceeds" means, with respect to any Casualty Event, the amount of any insurance proceeds, or condemnation awards received
by the Borrowers or any of their Consolidated Entities, or by Parent or Holdings, in connection with such Casualty Event in excess of $500,000, individually or in

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the aggregate over the course of a Fiscal Year (net of all reasonable and customary collection expenses thereof), but excluding any proceeds or awards required to be paid to a creditor (other than
the Lenders) which holds a first priority Lien permitted bySection 8.2.3on the property which is the subject of such Casualty Event.

"Net Debt Issuance Proceeds" means with respect to any Debt Issuance (whether pursuant to clause (i)ofSection 8.2.2or otherwise), the excess of (a) the gross cash
proceeds received by the applicable Borrower or any of its Consolidated Entities, or by Parent or Holdings, from such Debt Issuance,over(b) all
reasonable and customary legal brokerage and commitment fees and expenses incurred in connection with such Debt Issuance.

"Net Disposition Proceeds" means, with respect to any Disposition (whether pursuant to clause (d)ofSection 8.2.12or otherwise), the excess of (a) the gross cash
proceeds received by the applicable Borrower or any of its Consolidated Entities, or by Parent or Holdings, from such Disposition and any cash payment received in respect of promissory notes or other
non-cash consideration delivered to such party in respect thereof,over(b) the sum of (i) all reasonable and customary legal,
investment banking, brokerage and accounting fees and expenses incurred in connection with such Disposition, (ii) all Taxes actually paid or estimated by such party to be payable in cash within
the next 12 months in connection with such Disposition, (iii) payments made by such party to retire Indebtedness (other than the Credit Extensions) where payment of such Indebtedness is
required in connection with such Disposition and (iv) amounts attributable to Minority Interests;providedthat if the amount of any estimated
Taxes pursuant toclause(ii) exceeds the amount of Taxes actually required to be paid in cash in respect of such Disposition, the aggregate
amount of such excess shall constitute Net Disposition Proceeds.

"Net Equity Proceeds" means, with respect to the sale or issuance by Parent, Holdings or either Borrower to any Person of any Equity
Interests, warrants or options or the exercise of any such warrants or options, the excess of (a) the gross cash proceeds received by such Person from such sale, exercise or issuance, over(b) all reasonable and customary underwriting commissions and legal, investment banking, brokerage and accounting and other professional
fees, sales commissions and disbursements actually incurred in connection with such sale or issuance which have not been paid to Affiliates of the applicable Borrower in connection therewith.

"Net Income" means, for any period, the aggregate of all amounts (exclusive of all amounts in respect of any extraordinary gains but
including extraordinary losses) which would be included as net income on the consolidated financial statements of the Borrowers and their Consolidated Entities for such period.

"Non-Consolidated Entities" means each of the operating partnerships, limited liability companies, joint ventures or similar
entities in which the Borrowers have, directly or indirectly, invested, other than the Consolidated Entities.

"Non-Excluded Taxes" means any Taxes other than net income and franchise taxes imposed with respect to any Secured Party by
any Governmental Authority under the laws of which such Secured Party is organized or in which it maintains its applicable lending office.

"Non-U.S. Lender" means a Lender that is not a "United States person", as
defined under Section 7701(a)(30) of the Code.

"Notice of Default" is defined inSection 10.9.

"Notice of Swingline Borrowing" is defined inSection 2.3.2(a).

"Obligations" means all obligations (monetary or otherwise, whether absolute or contingent, matured or unmatured) of the Borrowers and
each other Obligor arising under or in connection with a Loan Document, including Reimbursement Obligations and the principal of and premium, if any, and

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interest (including interest accruing during the pendency of any proceeding of the type described inSection 9.1.9, whether or not allowed in
such proceeding) on the Loans.

"Obligor" means, as the context may require, the Borrowers and each other Person (other than a Secured Party) obligated under any Loan
Document.

"Operating Entities" means the operating partnerships, limited liability companies, joint ventures or similar entities in which either of
the Borrowers have, directly or indirectly, invested and which actively engage in business (other than solely in investment and management activities).

"Original Credit Agreement" is defined in thesecond recital.

"Original Lenders" is defined in thesecond recital.

"Original Loans" is defined in thesecond recital.

"Organic Document" means, relative to any Obligor, as applicable, its certificate of incorporation, by-laws, regulations,
certificate of partnership, partnership agreement, certificate of formation, limited liability company agreement, operating agreement and all shareholder agreements, voting trusts and similar
arrangements applicable to any of such Obligor's partnership interests, limited liability company interests or authorized shares of Equity Interests.

"Other Indebtedness" means, at any time, Total Funded Debt less the sum of (i) Subordinated Debt plus(ii) all amounts outstanding under all Revolving Notes
and the Swingline Note.

"Other Taxes" means any and all stamp, documentary or similar Taxes, or any other excise or property Taxes or similar levies that arise on
account of any payment made or required to be made under any Loan Document or from the execution, delivery, registration, recording or enforcement of any Loan Document.

"Parent" is defined in thefirst recital.

"Parent Guaranty and Pledge Agreement" means the Parent Guaranty and Pledge Agreement, dated as of June 13, 2001, executed and
delivered by an Authorized Officer of Parent pursuant to the terms of the Original Credit Agreement, as amended in accordance with the terms of this Agreement, and as such may be further amended
and/or restated from time to time.

"Parent Total Capitalization" means, at any time, the sum of (a) the sum of all amounts (without duplication) which, in accordance
with GAAP, would be included in Parent's stockholders' equity (excluding unrealized gains or losses recorded pursuant to FAS 115) as required to be reported in Parent's then most recent
consolidated balance sheet, and (b) Parent Total Debt.

"Parent Total Debt" means, on any date, the outstanding principal amount of all Indebtedness of Parent and its Subsidiaries of the type
referred to inclauses (a), (b), (d)and(h)in each case of the definition of
"Indebtedness", along with any Contingent Liability in respect of any of the foregoing.

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"Parent Total Debt to Parent Total Capitalization Ratio" means, as of the last day of any Fiscal Quarter, the ratio of (a) Parent
Total Debt outstanding on such day to (b) Parent Total Capitalization on such day.

"Participant" is defined inclause (d)of Section 12.10.

"Patent Security Agreement" means any patent security agreement executed and delivered by any Obligor, substantially in the form of
Exhibit B to any Pledge Agreement, as such may be amended and/or restated from time to time.

"PBGC" means the Pension Benefit Guaranty Corporation and any Person succeeding to any or all of its functions under ERISA.

"Pension Plan" means a "pension plan", as such term is defined in Section 3(2) of
ERISA, which is subject to Title IV of ERISA (other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which either Borrower or any corporation, trade or business that
is, along with such Borrower, a member of a Controlled Group, may have liability, including any liability by reason of having been a substantial employer within the meaning of Section 4063 of
ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under Section 4069 of ERISA.

"Percentage" means, relative to any Lender, the applicable percentage relating to Loans set forth opposite its name on Schedule IIIhereto under the Percentage
column, or set forth in a Lender Assignment Agreement, as such percentage may be adjusted from time to
time pursuant to Lender Assignment Agreements executed by such Lender and its assignee Lender and delivered pursuant toSection 12.10. A Lender
shall not have any Revolving Loan Commitment if its Percentage is zero.

"Permitted Acquisition" means an acquisition (whether pursuant to an acquisition of Equity Interests, assets or otherwise) by either
Borrower or any Consolidated Entity from any Person of a business (or an increase of an existing Equity Interest therein) in which the following conditions are satisfied:



"Permitted Debt Issuance" means that certain Debt Issuance permitted in accordance with Section 8.2.2(i).

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"Permitted Dispositions" means those certain Dispositions permitted in accordance with Section 8.2.12hereof.

"Permitted Foreign Investment" means an Investment by the Borrowers in Foreign Subsidiaries of Holdings located in Western Europe in which
the following conditions are satisfied:



"Person" means any natural person, corporation, limited liability company, partnership, joint venture, association, trust or
unincorporated organization, Governmental Authority or any other legal entity, whether acting in an individual, fiduciary or other capacity.

"Pledge Agreement" means, as the context may require, the Parent Guaranty and Pledge Agreement, the Holdings Guaranty and Pledge
Agreement, the USP International Guaranty and Pledge Agreement, the USP Europe Guaranty and Pledge Agreement, the US Borrower Pledge and Security Agreement, the UK Borrower Pledge and Security
Agreement, the US Subsidiary Pledge and Security Agreement or the Foreign Subsidiary Pledge and Security Agreements.

"Pledged Subsidiary" means a Subsidiary in respect of which the Administrative Agent has been granted a security interest in or a pledge
of (i) any of the Equity Interests of such Subsidiary or (ii) any intercompany notes of such Subsidiary owing to either Borrower or another Subsidiary.

"Power of Attorney" means any Power of Attorney executed and delivered by a Lender along with the related apostille, substantially in the
form ofExhibit Ato any Lender Assignment Agreement, as such may be assigned from time to time.

"Prior Investments" is defined inSection 8.2.5(e).

"Qualified Entity" means (i) each Consolidated Entity and (ii) each Operating Entity which is a Non-Consolidated
Entity (other than Global Healthcare and its Subsidiaries).

"Quarterly Payment Date" means the last day of March, June, September and December, or, if any such day is not a Business Day, the next
succeeding Business Day.

"Rate Protection Agreement" means, collectively, any Hedging Obligations entered into by the applicable Borrower or any of its
Consolidated Entities under which the counterparty of such agreement is (or at the time such agreement was entered into, was) a Lender or an Affiliate of a Lender.

"Register" is defined inclause (b)of Section 2.7.

"Reimbursement Obligation" is defined inSection 2.6.3.

"Release" means a "release", as such term is defined in CERCLA.

"Required Lenders" means Lenders holding at least 51% of the Total Exposure Amount but in no event less than a majority of the Lenders
(based on number of Lenders then currently holding Commitments).

"Resource Conservation and Recovery Act" means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as amended.

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"Restricted Payment" means the declaration or payment of any dividend (other than dividends payable solely in Equity Interests of either
Borrower or any Consolidated Entity) on, or the making of any payment or distribution on account of, or setting apart assets for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of any class of Equity Interests of either Borrower or any Consolidated Entity, or any warrants or options to purchase any such Equity Interests, whether
now or hereafter outstanding, or the making of any other distribution in respect thereof, either directly or indirectly, whether in cash or property, obligations of either Borrower or any Consolidated
Entity or otherwise.

"Revolving Loan Commitment" means, with respect to each Lender, the obligation of such Lender to make Revolving Loans to the Borrowers and
to participate in Letters of Credit and Swingline Loans in an aggregate principal amount not exceeding the amount set forth with respect to such Lender onSchedule IIIattached hereto, or in the
case of a Person becoming a Lender after the Closing Date, the amount of the assigned "Revolving Loan
Commitment" as provided in the applicable Assignment Agreement executed by such Person as an assignee, as the same may be changed pursuant to terms hereof.

"Revolving Loan Commitment Amount" means, on any date, $115,000,000, as such amount may be reduced from time to time pursuant to Section 2.2.

"Revolving Loans" is defined inSection 2.1.1.

"Revolving Notes" means a promissory note of either Borrower payable to any Lender, substantially in the form of Exhibit Ahereto (as such promissory note may be
amended, endorsed or otherwise modified from time to time), evidencing the aggregate
Indebtedness of such Borrower to such Lender, and also means all other promissory notes accepted from time to time in substitution therefor or renewal thereof.

"S&P" means Standard & Poor's Rating Services, a division of McGraw-Hill, Inc.

"SEC" means the Securities and Exchange Commission.

"Secured Parties" means, collectively, the Lenders, the Issuer, the Administrative Agent, each counterparty to a Rate Protection Agreement
that is (or at the time such Rate Protection Agreement was entered into, was) a Lender or an Affiliate thereof and, in each case, each of their respective successors, transferees and assigns.

"Senior Funded Debt" means, at any time, Total Funded Debtminusthe aggregate principal
amount of all Subordinated Debt.

"Senior Funded Debt to EBITDA Ratio" means that ratio of Borrowers' Senior Funded Debt to EBITDA, calculated on a rolling four quarter
basis and measured on the last day of each Fiscal Quarter as required in accordance with the terms of this Agreement.

"Stated Amount" means, on any date and with respect to a particular Letter of Credit, the total amount then available to be drawn under
such Letter of Credit.

"Stated Expiry Date" is defined inSection 2.6.

"Stated Maturity Date" means November 7, 2005.

"Sub Debt Documents" means any loan agreements, indentures, note purchase agreements, promissory notes, guarantees, and other instruments
and agreements evidencing the terms of Subordinated Debt, as amended, supplemented, amended and restated or otherwise modified in accordance with Section 8.2.13.

"Subject Subsidiary" is defined inSection 8.1.10.

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"Subject US Subsidiary Guarantors" is defined inSection 8.1.10.

"Subordinated Debt" means the Subordinated Intercompany Notes, the Holdings Notes Guaranties and any other Indebtedness of the Borrowers
or their Consolidated Entities (a) that is expressly subordinated to the Obligations and other obligations arising under the Loan Documents on terms reasonably satisfactory to the
Administrative Agent, (b) that matures by its terms no earlier than six months after the Stated Maturity Date then in effect with no scheduled principal payments permitted prior to such
maturity, and (c) that is evidenced by an indenture or other similar agreement that is in a form satisfactory to the Administrative Agent.

"Subordinated Intercompany Notes" means, collectively, (i) the intercompany note, dated December 19, 2001, made by the US
Borrower to Holdings in an amount not to exceed $78,000,000, and (ii) the intercompany note, dated December 19, 2001, made by the UK Borrower to Holdings in an amount not to exceed
$33,600,000, (iii) the intercompany note, dated December 19, 2001, made by USP Europe to UK Borrower in an amount not to exceed $33,600,000, (iv) the intercompany note, dated
December 19, 2001, made by Parent to Holdings in an amount not to exceed $21,100,000, (v) the intercompany note, dated January 28, 2002, made by US Borrower to Holdings in an
amount not to exceed $5,000,000 and (iv) the intercompany note, dated January 17, 2002 made by UK Borrower to Holdings in an amount not to exceed $6,250,000, in each case subordinated in
right of payment to the Obligations pursuant to documentation containing terms satisfactory to the Administrative Agent.

"Subordination Provisions" is defined inSection 9.1.11.

"Subsidiary" means, with respect to any Person, any other Person of which more than 50% of the outstanding Voting Interests of such other
Person (irrespective of whether at the time Equity Interests of any other class or classes of such other Person shall or might have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned or controlled by such Person, by such Person and one or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person. Unless the context
otherwise specifically requires, the term "Subsidiary" shall be a reference to a Subsidiary of the applicable Borrower.

"Subsidiary Guarantor" means, as applicable, a US Subsidiary Guarantor or a Foreign Subsidiary Guarantor.

"Subsidiary Guaranty" means, as the context may require, the U.S. Subsidiary Guaranty or the Foreign Subsidiary Guaranty.

"SunTrust" is defined in thepreamble.

"Swingline Commitment" means the commitment of the Swingline Lender to make Swingline Loans in an aggregate principal amount at any time
outstanding not to exceed $7,500,000.

"Swingline Exposure" means, with respect to each Lender, the principal amount of the Swingline Loans in which such Lender is legally
obligated either to make a Swingline Loan or to purchase a participation in accordance withSection 2.3.2, which shall equal such Lender's pro
rata share of all outstanding Swingline Loans.

"Swingline Lender" means SunTrust.

"Swingline Loan" means a loan made to a Borrower by the Swingline Lender under the Swingline Commitment.

"Swingline Note" means the promissory note of either Borrower payable to the order of the Swingline Lender in the principal amount of the
Swingline Commitment, substantially the form ofExhibit A1(as such promissory note may be amended, endorsed or otherwise modified from time to time),
and also means all other promissory notes accepted from time to time in substitution thereof or renewal thereof.

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"Swingline Rate" means, for any Interest Period, the rate as offered by the Swingline Lender and accepted by the applicable Borrower. Said
Borrower is under no obligation to accept this rate and the Swingline Lender is under no obligation to provide it.

"Syndication Agent" is defined in the preamble.

"Synthetic Lease" means, as applied to any Person, any lease (including leases that may be terminated by the lessee at any time) of any
property (whether real, personal or mixed) (a) that is not a capital lease in accordance with GAAP and (b) in respect of which the lessee retains or obtains ownership of
the property so leased for federal income tax purposes, other than any such lease under which that Person is the lessor.

"Taxes" means all income, stamp or other taxes, duties, levies, imposts, charges, assessments, fees, deductions or withholdings, now or
hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all interest, penalties or similar liabilities with respect thereto.

"Termination Date" means the date on which all Obligations have been indefeasibly paid in full in cash, all Letters of Credit have been
terminated or expired (or been Cash Collateralized), all Rate Protection Agreements have been terminated and all Commitments shall have terminated.

"Total Exposure Amount" means, on any date of determination (and without duplication), the outstanding principal amount of all Loans, the
aggregate amount of all Letter of Credit Outstandings and the unfunded amount of the Commitments.

"Total Funded Debt" means, at any time, all then currently outstanding obligations, liabilities and indebtedness of the Borrowers and
their Consolidated Entitiesof the types described in the definitions of Indebtedness, including without limitation all Loans and Letter of Credit
obligations under the Loan Documents.

"Total Funded Debt to EBITDA Ratio" means that ratio of Borrowers' Total Funded Debt to EBITDA, calculated on a rolling four quarter basis
and measured on the last day of each Fiscal Quarter as required in accordance with the terms of this Agreement.

"Trademark Security Agreement" means any trademark security agreement executed and delivered by any Obligor, substantially in the form of
Exhibit C to any Pledge Agreement, as such may be amended and/or restated from time to time.

"Transferred Entity Interest" is defined inSection 5.3.

"type" means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan, a LIBOR Loan or a Swingline Loan.

"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York; providedthat if, with respect to any Filing Statement or by reason of
any provisions of law, the perfection or the effect of perfection or
non-perfection of the security interests granted to the
Administrative Agent pursuant to the applicable Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction of the United States other than New York, then
"UCC" means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions of each Loan Document
and any Filing Statement relating to such perfection or effect of perfection or non-perfection.

"UK Borrower" is defined in thepreamble.

"UK Borrower Pledge and Security Agreement" means the UK Borrower Pledge and Security Agreement, dated as of January 30, 2002,
executed and delivered by an Authorized Officer of the UK Borrower pursuant to the terms of the Existing Credit Agreement, as amended in accordance with the terms of this Agreement, and as such may be
further amended and/or restated from time to time.

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"United States" or "U.S." means the United States of America, its fifty states and the
District of Columbia.

"US Borrower" is defined in thepreamble.

"US Borrower Pledge and Security Agreement" means the Borrower Pledge and Security Agreement, dated as of June 13, 2001, executed
and delivered by an Authorized Officer of the US Borrower pursuant to the terms of the Original Credit Agreement, as amended pursuant to that certain Supplement No. 1 to US Borrower Pledge and
Security Agreement dated as of December 19, 2001, as further amended in accordance with the terms of this Agreement, and as such may be further supplemented, amended and/or restated from time
to time.

"USP Europe" means United Surgical Partners Europe, S.L.

"USP Europe Guaranty and Pledge Agreement" means the USP Europe Guaranty and Pledge Agreement, of even date herewith, executed and
delivered by an Authorized Officer of USP Europe pursuant to the terms of this Agreement, as such may be supplemented, amended and/or restated from time to time.

"USP International" is defined in thefirst recital.

"USP International Guaranty and Pledge Agreement" means the USP International Guaranty and Pledge Agreement, dated as of
January 30, 2002, executed and delivered by an Authorized Officer of USP International pursuant to the terms of the Existing Credit Agreement, as amended in accordance with the terms of this
Agreement, and as such may be further supplemented, amended and/or restated from time to time.

"US Subsidiary" means a Subsidiary incorporated or organized under the laws of the United States or a state thereof.

"US Subsidiary Guarantor" means a wholly owned US Subsidiary.

"US Subsidiary Guaranty" means the Subsidiary Guaranty, dated as of June 13, 2001, executed and delivered by an Authorized Officer
of each US Subsidiary Guarantor (as of the Effective Date) pursuant to the terms of the Original Credit Agreement, as amended by Supplement No. 1 to U.S. Subsidiary Guaranty dated as of
December 19, 2001, as further amended in accordance with the terms of this Agreement, and as such may be further supplemented, amended and/or restated from time to time.

"US Subsidiary Pledge and Security Agreement" means the Subsidiary Pledge and Security Agreement, dated as of June 13, 2001,
executed and delivered by an Authorized Officer of each US Subsidiary Guarantor (as of the Effective Date) pursuant to the terms of the Original Credit Agreement, as amended by Supplement No. 1
to U.S. Subsidiary Pledge and Security Agreement dated as of December 19, 2001, as further amended in accordance with the terms of this Agreement, and as such may be further supplemented,
amended and/or restated from time to time.

"Voting Interests" means, with respect to any Person, Equity Interests of any class or kind ordinarily having the power to vote for the
election of directors, managers or other voting members of the governing body of such Person.

"Welfare Plan" means a "welfare plan", as such term is defined in Section 3(1) of
ERISA.

"Wholly-Owned Subsidiary" means a Subsidiary that all of the outstanding Equity Interests of which (other than any director's qualifying
shares) are owned directly or indirectly by a Borrower.

SECTION 1.2Use of Defined Terms.Unless otherwise defined or the context otherwise requires, terms for
which meanings are provided in this Agreement shall have such meanings when used in each
other Loan Document and the Disclosure Schedule.

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SECTION 1.3Cross References.Unless otherwise specified, references in a Loan Document to any Article or
Section are references to such Article or Section of such Loan Document, and
references in any Article, Section or definition to any clause are references to such clause of such article, section or definition.

SECTION 1.4Accounting and Financial Determinations.Unless otherwise specified, all accounting terms used
in each Loan Document shall be interpreted, and all accounting determinations and computations thereunder
(including underSection 8.2.4and the definitions used in such calculations) shall be made, in accordance with those generally accepted
accounting principles ("GAAP") applied in the preparation of the financial statements referred to in Section 5.1.12of the Original Credit Agreement.
Unless otherwise expressly provided, all financial covenants and defined financial terms shall
be computed on a consolidated basis for the Borrowers and their Consolidated Entities (which excludes Global Healthcare and its Subsidiaries as set forth in the definition of
"Consolidated Entities" contained herein), in each case without duplication.

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SECTION 1.5Time References.Unless otherwise specifically set forth herein, all time references set forth
in this Agreement shall refer to Atlanta, Georgia time.

ARTICLE II  COMMITMENTS, BORROWING AND ISSUANCE  PROCEDURES, NOTES AND LETTERS OF CREDIT

SECTION 2.1Commitments.On the terms and subject to the conditions of this Agreement, the Lenders and the
Issuer severally agree to make Credit Extensions up to the Revolving Loan
Commitment Amount as set forth below.

SECTION 2.1.1Revolving Loan Commitment.



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SECTION 2.1.2Letter of Credit Commitment.



SECTION 2.1.3Swingline Commitment.Subject to the terms and conditions set forth herein, the Swingline
Lender agrees to make Swingline Loans to the Borrower, from time to time on any Business Day
from the Closing Date to the Commitment Termination Date. On the terms and subject to the conditions hereof, the Borrowers may from time to time borrow, prepay and reborrow Swingline Loans; provided
that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan, and Swingline Lender shall not be required to make a Swingline Loan if the
Swingline Rate is not accepted by Borrowers or made available by the Swingline Lender. Additionally, the Swingline Lender shall not be permitted or required to make any Swingline Loan if, after giving
effect thereto, the aggregate outstanding principal amount of all Loans of the Swingline Lender, together with Swingline Lender's Percentage of the aggregate amount of all Letter of Credit

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Outstandings and Swingline Exposure, would exceed Swingline Lender's Percentage of the then existing Revolving Loan Commitment Amount.

SECTION 2.1.4Assignment and Reallocation of Existing Loans and Commitments.On the Closing Date, each
Existing Lender hereby irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty, (except as
expressly set forth herein), to each Lender, and each such Lender hereby irrevocably purchases from such Existing Lender, a portion of the rights and obligations of such Existing Lender under the
Existing Credit Agreement and each other Loan Document in respect of such Existing Lender's Existing Commitments under (and as defined in) the Existing Credit Agreement, including participating
interests in Letter of Credit Outstandings under (and as defined in) the Existing Credit Agreement, such that, after giving effect to the foregoing assignment and delegation, each Lender's Percentages
of the Commitments and portion of the Existing Loans will be as set forth on Schedule III attached hereto.



SECTION 2.2Reduction of the Commitment Amounts.The Commitment Amounts are subject to reduction from time
to time as set forth below.

SECTION 2.2.1Optional.The Borrowers may, from time to time on any Business Day, voluntarily reduce the
amount of the Commitment Amounts on the Business Day so specified by the
Borrowers; provided that all such reductions shall require at least one Business Day's prior notice to the Administrative Agent and be permanent, and any partial reduction of any Commitment Amount
shall be in a minimum amount of $1,000,000 and in an integral multiple of $500,000; provided further that in no event shall the Commitment Amounts be reduced to amount less than the amount of the
outstanding Loans. Any optional or mandatory reduction of the Revolving Loan Commitment Amount pursuant to the terms of this Agreement which reduces the Revolving Loan Commitment Amount below the
Letter of Credit Commitment and the Swingline Commitment Amount shall result in an automatic and corresponding reduction of the Letter of Credit Commitment Amount and the Swingline Commitment (as
directed by the Borrowers in a notice to the Administrative Agent delivered together with the notice of such voluntary reduction in the Revolving Loan Commitment Amount) to an aggregate amount not in
excess of the Revolving Loan Commitment Amount, as so reduced, without any further action on the part of the Issuer or Swingline Lender.

SECTION 2.2.2Mandatory.The Revolving Loan Commitment Amount shall, without any further action,
automatically and permanently be reduced on the date that Loans are required to be prepaid
with any Net Disposition Proceeds, Net Casualty Proceeds or Net Debt Issuance Proceeds in an amount equal to the amount by which Loans are required to be prepaid.

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SECTION 2.3Borrowing Procedures; etc.

SECTION 2.3.1Revolving Loans.By delivering a Borrowing Request to the Administrative Agent on or before
11:00 a.m. on a Business Day, either Borrower may from time to time irrevocably
request, on not less than one Business Day's notice in the case of Base Rate Loans, or on not less than three Business Days' notice in the case of LIBOR Loans, and in either case not more than five
Business Days' notice, that a Borrowing be made, in the case of LIBOR Loans, in a minimum amount of $1,000,000 and an integral multiple of $250,000, and in the case of Base Rate Loans, in a minimum
amount of $250,000 and an integral multiple of $100,000 or, in either case, in the unused amount of the applicable Commitment. Administrative Agent shall give prompt notice of such Borrowing Request
to Lenders. On the terms and subject to the conditions of this Agreement, each Borrowing shall be comprised of the type of Loans, and shall be made on the Business Day specified in such Borrowing
Request. On or before 11:00 a.m. on such requested date of such Loan (which shall be a Business Day), such Lender that has a Commitment to make the Loans being requested shall deposit with the
Administrative Agent same day funds in an amount equal to such Lender's Percentage of the requested Borrowing. Such deposit will be made to an account which the Administrative Agent shall specify from
time to time by notice to the Lenders. To the extent funds are received from the Lenders, the Administrative Agent shall make such funds available to the applicable Borrower by wire transfer to the
accounts such Borrower shall have specified its Borrowing Request. No Lender's obligation to make any Loan shall be affected by any other Lender's failure to make any Loan.

SECTION 2.3.2Swingline Loans.



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SECTION 2.4Continuation and Conversion Elections.By delivering a Continuation/Conversion Notice to the
Administrative Agent on or before 11:00 a.m. on a Business Day, either Borrower may from time to time
irrevocably elect, on not less than one Business Day's notice in the case of Base Rate Loans, or three Business Days' notice in the case of LIBOR Loans, and in either case not more than five Business
Days' notice, that all, or any portion in an aggregate minimum amount of $250,000 and an integral multiple of $100,000 be, in the case of Base Rate Loans, converted into LIBOR Loans or be, in the case
of LIBOR Loans, converted into Base Rate Loans or continued as LIBOR Loans (in the absence of delivery of a Continuation Conversion Notice with respect to any LIBOR Loan at least three Business Days
(but not more than five Business Days) before the last day of the then current Interest Period with respect thereto, such LIBOR Loan shall, on such last day, automatically convert to a Base Rate
Loan);providedthat (a) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders that have
made such Loans, and (b) no portion of the outstanding principal amount of any Loans may be continued as, or be converted into, LIBOR Loans when any Default has occurred and is continuing.

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SECTION 2.5Funding.Each Lender may, if it so elects, fulfill its obligation to make, continue or convert
LIBOR Loans hereunder by causing one of its foreign branches or Affiliates
(or an international banking facility created by such Lender) to make or maintain such LIBOR Loan;providedthat such LIBOR Loan shall nonetheless be
deemed to have been made and to be held by such Lender, and the obligation of the Borrowers to repay such LIBOR Loan shall nevertheless be to such Lender for the account of such foreign branch,
Affiliate or international banking facility. In addition, the Borrowers hereby consent and agree that, for purposes of any determination to be made for purposes ofSections
4.1, 4.2, 4.3or4.4, it shall be conclusively assumed that each Lender elected to fund all LIBOR Loans by purchasing Dollar
deposits in its LIBOR Office's interbank eurodollar market.

SECTION 2.6Issuance Procedures.By delivering to the Administrative Agent an Issuance Request on or before
11:00 a.m. on a Business Day, either Borrower may from time to time irrevocably
request on not less than three nor more than ten Business Days' notice, in the case of an initial issuance of a Letter of Credit and not less than three Business Days' prior notice, in the case of a
request for the extension of the Stated Expiry Date of a standby Letter of Credit (in each case, unless a shorter notice period is agreed to by the Issuer, in its sole discretion), that the Issuer
issue, or extend the Stated Expiry Date of, a Letter of Credit in such form as may be requested by such Borrower and approved by the Issuer, solely for the purpose described in Section 8.1.7. Each
Letter of Credit shall by its terms be stated to expire on a date (its "Stated Expiry
Date") no later than the earlier to occur of (i) the Commitment Termination Date or (ii) unless otherwise agreed to by the Issuer, in its sole discretion, one
year from the date of its issuance. The Issuer will make available to the beneficiary thereof the original of the Letter of Credit which it issues. The Administrative Agent shall provide the Lenders
on a quarterly basis a listing of all outstanding Letters of Credit.

SECTION 2.6.1Other Lenders' Participation.Upon the issuance of each Letter of Credit, and without further
action, each Lender (other than the Issuer), unless such Lender shall have delivered to Issuer a
copy of a Notice of Default given to Administrative Agent pursuant toSection 10.9at least two (2) Business Days prior to Issuer's
issuing any initial Letter of Credit and the Default subject to such Notice of Default continues to exist, shall be deemed to have irrevocably purchased, to the extent of its Percentage, a
participation interest in such Letter of Credit (including the Contingent Liability and any Reimbursement Obligation with respect thereto), and such Lender shall, to the extent of its Percentage, be
responsible for reimbursing within one Business Day the Issuer for Reimbursement Obligations which have not been reimbursed by the applicable Borrower in accordance with Section 2.6.3. In addition,
such Lender shall, to the extent of its Percentage, be entitled to receive a ratable portion of the Letter of Credit
fees payable pursuant toSection 3.3.2with respect to each Letter of Credit (other than the issuance fees payable to an Issuer of such Letter of
Credit pursuant to the last sentence ofSection 3.3.2) and of interest payable pursuant to Section 3.2with respect to any Reimbursement
Obligation. To the extent that any Lender has reimbursed the Issuer for a Disbursement, such Lender
shall be entitled to receive its ratable portion of any amounts subsequently received (from the applicable Borrower or otherwise) in respect of such Disbursement.

SECTION 2.6.2Disbursements.The Issuer will notify the applicable Borrower and the Administrative Agent
promptly of the presentment for payment of any Letter of Credit issued by the Issuer,
together with notice of the date (the "Disbursement Date") such payment shall be made (each such payment, a
"Disbursement"). Subject to the terms and provisions of such Letter of Credit and this Agreement, the Issuer shall make such payment to the beneficiary
(or its designee) of such Letter of Credit. Prior to 11:00 a.m. on the first Business Day following the Disbursement Date, the applicable Borrower will reimburse the Administrative Agent, for
the account of the Issuer, for all amounts which the Issuer has disbursed under such Letter of Credit, together with interest thereon at a rate per annum equal to the rate per annum then in effect for
Base Rate Loans (with the then Applicable Margin for Loans accruing on such amount) pursuant toSection 3.2for the period from the

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Disbursement Date through the date of such reimbursement. Without limiting in any way the foregoing and notwithstanding anything to the contrary contained herein or in any separate application for
any Letter of Credit, each Borrower hereby acknowledges and agrees that it shall be obligated to reimburse the Issuer upon each Disbursement of a Letter of Credit, and shall be deemed to be the
obligor for purposes of each such Letter of Credit issued hereunder (whether the account party on such Letter of Credit is the applicable Borrower or a Subsidiary Guarantor).

SECTION 2.6.3Reimbursement.The obligation (a "Reimbursement
Obligation") of the Borrowers under Section 2.6.2to reimburse the Issuer with respect to each Disbursement (including interest thereon), and, upon the failure of the
applicable
Borrower to reimburse the Issuer, each Lender's obligation underSection 2.6.1to reimburse the Issuer, shall be absolute and unconditional under
any and all circumstances, except as otherwise provided therein, and irrespective of any setoff, counterclaim or defense to payment which the applicable Borrower or such Lender, as the case may be,
may have or have had against the Issuer or any Lender, including any defense based upon the failure of any Disbursement to conform to the terms of the applicable Letter of Credit (if, in such Issuer's
good faith opinion, such Disbursement is determined to be appropriate) or any non-application or misapplication by the beneficiary of the proceeds of such Letter of Credit; provided that
after paying in full its Reimbursement Obligation hereunder, nothing herein shall adversely affect the right of the such Borrower or such Lender, as the case may be, to commence any proceeding against
the Issuer for any wrongful Disbursement made by
the Issuer under a Letter of Credit as a result of acts or omissions constituting gross negligence or willful misconduct on the part of the Issuer.

SECTION 2.6.4Deemed Disbursements.Upon the occurrence and during the continuation of any Default underSection 9.1.9or upon notification by
the Administrative Agent (acting at the direction of the Required Lenders) to the Borrowers of their obligations under this Section, following the occurrence and during the continuation of any other
Event of Default,



SECTION 2.6.5Nature of Reimbursement Obligations.Each Borrower, each other Obligor and, to the extent set
forth inSection 2.6.1, each Lender shall assume
all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuer (except to the extent of its own gross negligence or willful misconduct) shall not be
responsible for:



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SECTION 2.7Revolving Notes.



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ARTICLE III  REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1Repayments and Prepayments; Application.Each Borrower agrees that the Loans shall be repaid and
prepaid pursuant to the following terms.

SECTION 3.1.1Repayments and Prepayments.Each Borrower shall repay in full the unpaid principal amount of
each Loan made to such Borrower upon the applicable Stated Maturity Date therefor. Prior thereto,
payments and prepayments of the Loans shall or may be made as set forth below.



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SECTION 3.1.2Application.Amounts prepaid pursuant toSection 3.1.1shall be applied as set forth in this Section.



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SECTION 3.2Interest Provisions.Interest on the outstanding principal amount of Loans shall accrue and be
payable in accordance with the terms set forth below.

SECTION 3.2.1Rates.Pursuant to an appropriately delivered Borrowing Request or Continuation/Conversion
Notice, each Borrower may elect that Loans comprising a Borrowing accrue
interest at a rate per annum:



SECTION 3.2.2Post-Maturity Rates.After the date any principal amount of any Loan or Reimbursement
Obligation is due and payable (whether on the Stated Maturity Date, upon acceleration or
otherwise), or after any other monetary Obligation of either Borrower shall have become due and payable, such Borrower shall pay, but only to the extent permitted by law, interest (after as well as
before judgment) on such amounts at a rate per annum equal to (a) in the case of overdue principal on any Loan, the rate of interest that otherwise would be applicable to such Loan plus2% per
annum; and (b) in the case of overdue interest, fees, and other monetary Obligations, the Base Rateplus2% per annum.

SECTION 3.2.3Payment Dates.Interest accrued on each Loan shall be payable, without duplication:



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SECTION 3.3Fees.The Borrowers agree to pay the fees applicable to items set forth below. All such fees
shall be non-refundable.

SECTION 3.3.1Commitment Fee.The Borrowers agree to pay to the Administrative Agent for the account of each
Lender, for the period (including any portion thereof when any of its Commitments
are suspended by reason of either Borrower's inability to satisfy any condition ofArticle VI) commencing on Closing Date and continuing through
the Commitment Termination Date, a commitment fee in an amount per annum equal to 0.50% of such Lender's Percentage of the sum of the average daily unused portion of the Revolving Loan Commitment
Amount. All commitment fees payable pursuant to this Section shall be calculated on a year comprised of 360 days and payable by the Borrowers in arrears on each Quarterly Payment Date,
commencing with the first Quarterly Payment Date, and on the Commitment Termination Date. For purposes of calculating the commitment fee, Letter of Credit Outstandings will be deemed usage of the
Revolving Loan Commitment Amount, but outstanding Swingline Loans shall not.

SECTION 3.3.2Fee Letter Fees.The Borrowers agree to pay to the Administrative Agent, for its own account
and for the account of each Lender, as applicable, the fees in the amounts and on the
dates set forth in the Fee Letter.

SECTION 3.3.3Letter of Credit Fees.The Borrowers agree to pay to the Administrative Agent, for thepro rataaccount of the Issuer and each Lender, a
Letter of Credit fee in an amount equal to the then effective Applicable Margin for Loans maintained as LIBOR Loans, multiplied by the Stated Amount of each such Letter of Credit, such fees being
payable quarterly in arrears on each Quarterly Payment Date following the date of issuance of each Letter of Credit and on the Commitment Termination Date. The Borrowers further agree to pay upon the
date of issuance of each Letter of Credit a facing fee equal to 0.125% of the face amount of such Letter of Credit, along with other customary administrative charges.

ARTICLE IV  CERTAIN LIBOR AND OTHER PROVISIONS

SECTION 4.1LIBOR Lending Unlawful.If any Lender shall determine (which determination shall, upon notice
thereof to the Borrowers and the Administrative Agent, be conclusive and binding on the
Borrowers) that the introduction of or any change in or in the interpretation of any law makes it unlawful, or any Governmental Authority asserts that it is unlawful, for such Lender to make or
continue any Loan as, or to convert any Loan into, a LIBOR Loan, the obligations of such Lender to make, continue or convert any such LIBOR Loan shall, upon such determination, forthwith be suspended
until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all outstanding LIBOR Loans payable to such Lender shall

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automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

SECTION 4.2Deposits Unavailable.If the Administrative Agent shall have determined



SECTION 4.3Increased LIBOR Loan Costs, etc.Each Borrower agrees to reimburse each Lender and the Issuer
for any increase in the cost to such Lender or the Issuer of, or any reduction in the amount of any
sum receivable by such Secured Party in respect of, such Secured Party's Commitments and the making of Credit Extensions hereunder (including the making, continuing or maintaining (or of its
obligation to make or continue) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBOR Loans) that arise in connection with any change in, or the introduction,
adoption, effectiveness, interpretation, reinterpretation or phase-in after the Closing Date of, any law or regulation, directive, guideline, decision or request (whether or not having the
force of law) of any Governmental Authority, except for such changes with respect to increased capital costs and Taxes which are governed bySections 4.5and4.6, respectively. Each affected Secured Party shall promptly notify the Administrative Agent and the Borrowers in writing
of the occurrence of any such event, stating the reasons therefor and the additional amount required fully to compensate such Secured Party for such increased cost or reduced amount. Such additional
amounts shall be payable by the Borrowers directly to such Secured Party within five days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and
binding on the Borrowers.

SECTION 4.4Funding Losses.In the event any Lender shall incur any loss or expense (including any loss or
expense incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by such Lender to make or continue any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a LIBOR Loan) as a result of



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SECTION 4.5Increased Capital Costs.If any change in, or the introduction, adoption, effectiveness,
interpretation, reinterpretation or phase-in of, any law or regulation, directive,
guideline, decision or request (whether or not having the force of law) of any Governmental Authority affects or would affect the amount of capital required or expected to be maintained by any Secured
Party or any Person controlling such Secured Party, and such Secured Party determines (in good faith but in its sole and absolute discretion) that the rate of return on its or such controlling
Person's capital as a consequence of the Commitments or the Credit Extensions made, or the Letters of Credit participated in, by such Secured Party is reduced to a level below that which such Secured
Party or such controlling Person could have achieved but for the occurrence of any such circumstance, then upon notice from time to time by such Secured Party to the applicable Borrower, such Borrower
shall within five days following receipt of such notice pay directly to such Secured Party additional amounts sufficient to compensate such Secured Party or such controlling Person for such reduction
in rate of return. A statement of such Secured Party as to any such a dditional amount or amounts shall, in the absence of manifest error, be conclusive and binding on such Borrower. In determining
such amount, such Secured Party may use any method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

SECTION 4.6Taxes.Each Borrower covenants and agrees as follows with respect to Taxes.



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SECTION 4.7Payments, Computations, etc.Unless otherwise expressly provided in a Loan Document, all
payments by the Borrowers pursuant to each Loan Document shall be made by the Borrowers to the
Administrative Agent for the pro rata account of the Secured Parties entitled to receive such payment. All payments shall be made without setoff, deduction or counterclaim not later than
11:00 a.m. on the date due in same day or immediately available funds to such account as the Administrative Agent shall specify from time to time by notice to the applicable Borrower; providedthat
failure by the Administrative Agent to provide such notice shall not excuse any required payments. Funds received after that time shall be
deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall promptly remit in same day funds to each Secured Party its share, if any,
of such payments received by the Administrative Agent for the account of such Secured Party. All interest (including interest on LIBOR Loans) and fees shall be computed on the basis of the actual
number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of 360 days (or, in the case of
interest on a Base Rate Loan (calculated at other than the Federal Funds Rate), 365 days or, if appropriate, 366 days). Payments due on other than a Business Day shall (except as
otherwise required byclause (c)of the definition of "Interest Period") be made on the next
succeeding Business Day and such extension of time shall be included in computing interest and fees in connection with that payment.

SECTION 4.8Sharing of Payments.If any Secured Party shall obtain any payment or other recovery (whether
voluntary, involuntary, by application of setoff or otherwise) on account of any Credit
Extension or Reimbursement Obligation (other than pursuant to the terms ofSections 4.3,4.4, 4.5or4.6) in excess of itspro ratashare of payments
obtained by all Secured Parties, such Secured Party shall purchase from the other Secured Parties such participations in Credit Extensions made by them as shall be necessary to cause such purchasing
Secured Party to share the excess payment or other recovery ratably (to the extent such other Secured Parties were entitled to receive a portion of such payment or recovery) with each of them; providedthat if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Secured Party, the purchase
shall be rescinded and each Secured Party which has sold a participation to the purchasing Secured Party shall repay to the purchasing Secured Party the
purchase price to the ratable extent of such recovery together with an amount equal to such selling Secured Party's ratable share (according to the proportion of (a) the amount of such selling
Secured Party's required repayment to the purchasing Secured Partyto(b) total amount so recovered from the purchasing Secured Party) of any
interest or other amount paid or payable by the purchasing Secured Party in respect of the total amount so recovered. Each Borrower agrees that any Secured Party purchasing a participation from
another Secured Party pursuant to this Section may, to the fullest extent permitted by law, exercise all its rights of payment (including pursuant to Section 4.9) with respect to such participation
as fully as if such Secured Party were the direct creditor of such Borrower in the amount of such
participation. If under any applicable bankruptcy, insolvency or other similar law any Secured Party receives a secured claim in lieu of a setoff to which this Section applies, such Secured Party
shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Secured Parties entitled under this Section to share in the
benefits of any recovery on such secured claim.

SECTION 4.9Setoff.Each Secured Party shall, upon the occurrence and during the continuance of any Event of
Default, have the right to appropriate and apply to the payment of the
Obligations owing to it (whether or not then due), and (as security for such Obligations) each Borrower hereby grants to each Secured Party a continuing security interest in, any and all balances,
credits, deposits, accounts or moneys of such Borrower then or thereafter maintained with such Secured Party;providedthat any such appropriation and
application shall be subject to the provisions ofSection 4.8. Each Secured Party agrees promptly to notify the applicable Borrower and the
Administrative Agent after any such setoff and application made by such Secured Party;providedthat the failure to give such notice shall not affect
the validity of such setoff and application. The rights of each Secured Party

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under this Section are in addition to other rights and remedies (including other rights of setoff under applicable law or otherwise) which such Secured Party may have.

ARTICLE V  COLLATERAL AND GUARANTIES

SECTION 5.1Collateral.The Obligations shall be secured by a first-priority, perfected security interest in
the following (collectively, the
"Collateral"):



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SECTION 5.2Guaranties.The Obligations shall be guaranteed as set forth below.

SECTION 5.2.1Guaranties of Obligations.The Obligations shall be guaranteed by the following:



SECTION 5.2.2Guaranties of the Obligations of UK Borrower.The Obligations of the UK Borrower shall be
guaranteed by the following:



SECTION 5.3Release of Certain Collateral.In the event a US Subsidiary Guarantor desires to (a)
 transfer all or part of its Equity Interest in a Consolidated Entity or Non-Consolidated
Entity (the "Transferred Entity Interest") to a Hospital Joint Venture Entity or its Subsidiary wherein the Hospital Joint Venture Entity or its
Subsidiary, as applicable, would become a Limited Entity and (b) receive a release of the pledge of such Transferred Entity Interest pursuant to the US Subsidiary Pledge and Security Agreement,
Borrowers shall give Administration Agent written notification of such intent and request of release. Administrative Agent may, in its sole and absolute discretion and, absent an Event of Default,
without the consent or approval of any other Lender, grant such release of Transferred Entity Interest owned by the US Subsidiary Guarantor. Borrowers will not permit the transfer of any Transferred
Entity Interest by any US Subsidiary Guarantor unless and until Administrative Agent delivers a written release of such pledge by the applicable US Subsidiary Guarantor under the US Subsidiary Pledge
and Security Agreement. As a condition of any written release by Administrative Agent, Borrowers will deliver to Administrative Agent an acknowledgement affirming the inclusion of the Hospital Joint
Venture Entity or its Subsidiary, as applicable, receiving the Transferred Equity

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Interests as a Limited Entity and reaffirming the representation and warranty of Borrowers set forth inSection 7.17herein.

ARTICLE VI  CONDITIONS TO EFFECTIVENESS AND TO FUTURE CREDIT EXTENSIONS

SECTION 6.1Effectiveness.The amendment and restatement of the Existing Credit Agreement and the
obligations of the Lenders to make Credit Extensions under this Agreement shall be subject
to the prior or concurrent satisfaction of each of the conditions precedent set forth in thisSection 6.1.

SECTION 6.1.1Resolutions, etc.The Administrative Agent shall have received from each Borrower, Holdings,
USP International, USP Europe and Parent, as applicable, a certificate, dated the
Closing Date, duly executed and delivered by such Obligor's Secretary or Assistant Secretary, managing member or general partner, as applicable, as to



SECTION 6.1.2Delivery of Notes.The Administrative Agent shall have received, for the account of each
Lender that has requested a Revolving Note, such Lender's Revolving Notes (and Swingline
Note, as applicable), duly executed and delivered by an Authorized Officer of each Borrower.

SECTION 6.1.3Solvency, etc.The Administrative Agent shall have received a solvency certificate, dated the
Closing Date, duly executed and delivered by the chief financial or accounting
Authorized Officer of each Borrower, in form and substance satisfactory to the Administrative Agent.

SECTION 6.1.4Opinions of Counsel.The Administrative Agent shall have received opinions, dated the Closing
Date and addressed to the Administrative Agent and all Lenders, from



SECTION 6.1.5US Borrower Pledge and Security Agreement.The Administrative Agent shall have received the US
Borrower Pledge and Security Agreement, duly executed and delivered by an Authorized Officer of the US
Borrower, together with:



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SECTION 6.1.6Affirmation and Acknowledgement.The Administrative Agent shall have received the Affirmation
and Acknowledgement, dated as of the Closing Date, duly executed and delivered by an Authorized
Officer of each Obligor.

SECTION 6.1.7US Subsidiary Guaranty.The Administrative Agent shall have received the US Subsidiary
Guaranty, duly executed and delivered by an Authorized Officer of each US Subsidiary Guarantor,
along with such amendments and supplements as may be necessary to evidence the execution of this Agreement and the continuing obligations of the existing US Subsidiary Guarantors thereunder and of the
obligations of each new US Subsidiary Guarantor formed since the original execution thereof.

SECTION 6.1.8US Subsidiary Pledge and Security Agreement.The Administrative Agent shall have received the
US Subsidiary Pledge and Security Agreement, duly executed and delivered by an Authorized Officer of each US
Subsidiary Guarantor, together with:



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SECTION 6.1.9UK Borrower Pledge and Security Agreement.The Administrative Agent shall have received the UK
Borrower Pledge and Security Agreement, duly executed and delivered by an Authorized Officer of the UK
Borrower, together with:



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SECTION 6.1.10Parent Guaranty and Pledge Agreement.The Administrative Agent shall have received the Parent
Guaranty and Pledge Agreement, duly executed and delivered by an Authorized Officer of Parent, together
with



SECTION 6.1.11Holdings Guaranty and Pledge Agreement.The Administrative Agent shall have received the
Holdings Guaranty and Pledge Agreement, duly executed and delivered by an Authorized Officer of Holdings,
together with



SECTION 6.1.12USP International Guaranty and Pledge Agreement.The Administrative Agent shall have received
the USP International Guaranty and Pledge Agreement, duly executed and delivered by an Authorized Officer of USP
International, together with



SECTION 6.1.13Foreign Subsidiary Guaranty.The Administrative Agent shall have received the Foreign
Subsidiary Guaranty, duly executed and delivered by an Authorized Officer of each Foreign Subsidiary
Guarantor, along with such amendments and supplements as may be necessary to evidence the execution of this Agreement and the continuing obligations of the existing Foreign Subsidiary thereunder and
of the obligations of each new Foreign Subsidiary Guarantors formed since the original execution thereof.

SECTION 6.1.14Lien Perfection.The Administrative Agent and its counsel shall be satisfied that
(i) the Lien granted to the Administrative Agent, for the benefit of the Secured Parties,
in the Collateral is a first priority (or local equivalent thereof) security interest, and (ii) no Lien exists on any

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of the Collateral other than the Lien created in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to a Loan Document.

SECTION 6.1.15Assignments.The Administrative Agent shall have received duly executed assignments and such
other documents as reasonably required by the Administrative Agent to reflect the
assignment to the Administrative Agent of the Existing Loans, the Existing Credit Agreement and all loan documents executed in connection therewith.

SECTION 6.1.16Existing Loan Letters, etc.The Administrative Agent shall have received duly executed
letters, in form and substance satisfactory to Administrative Agent, executed by each Existing Lender
setting forth the current principal amount of each Existing Loan held by it together with all accrued and unpaid interest and any outstanding fees owed to it under the Existing Credit Agreement,
together with any other documents reasonably required by Administrative Agent.

SECTION 6.1.17Certificates of Insurance.The Administrative Agent shall have received delivery of
certificates of insurance issued on behalf of insurers of the Borrowers and all Subsidiary Guarantors,
describing in reasonable detail the types and
amounts of insurance (property and liability) maintained by the Borrowers and all Subsidiary Guarantors, naming Administrative Agent as additional insured and loss payee, as appropriate.

SECTION 6.1.18Evidence of Equity Injection.The Administrative Agent shall have received evidence
satisfactory to Administrative Agent that Parent shall have received a minimum of $52,130,000 in Gross
Equity Proceeds from the issuance of additional common stock in connection with the 2002 Follow-on Offering and that a portion of such proceeds have been applied to payment of all
outstanding Existing Loans.

SECTION 6.1.19Due Diligence.The Administrative Agent shall have received delivery of lien searches,
landlord waivers, bailee letters, control agreements, title insurance policies, real
property surveys, flood insurance certification, appraisals, Phase I environmental reports, and such other due diligence as Administrative Agent may reasonably require with respect to the Collateral,
each in form and substance satisfactory to Administrative Agent.

SECTION 6.1.20Minimum Total Funded Debt to EBITDA Ratio.The Administrative Agent shall have received
evidence satisfactory to Administrative Agent that, as of the Closing Date, the ratio of (a) the sum of
(i) Total Funded Debt measured on the Closing Dateless(ii) Excess Equity Proceeds to (b) $68,910,000 does not exceed 3.25 to
1.00.

SECTION 6.1.21Closing Fees, Expenses, etc.The Administrative Agent shall have received for its own account,
 or for the account of each Lender, as the case may be, all fees, costs and expenses due and
payable pursuant toSection 3.3and, if then invoiced,Section 12.3.

SECTION 6.2Credit Extensions.The obligation of each Lender and the Issuer to make any Credit Extension
shall be subject to the prior or concurrent satisfaction of each of the conditions
precedent set forth in thisSection 6.2.

SECTION 6.2.1Compliance with Warranties, No Default, etc.Both before and after giving effect to any Credit
Extension (but, if any Default of the nature referred to in Section 9.1.5shall have occurred with respect to any other Indebtedness, without giving effect to the application, directly or
indirectly, of
the proceeds thereof) the following statements shall be true and correct:



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SECTION 6.2.2Credit Extension Request, etc.The Administrative Agent shall have received a Borrowing
Request or Notice of Swingline Borrowing if Loans are being requested, or an Issuance Request if a Letter
of Credit is being requested or extended. Each of the delivery of a Borrowing Request or Notice of Swingline Borrowing or Issuance Request and the acceptance by either Borrower of the proceeds of such
Credit Extension shall constitute a representation and warranty by such Borrower that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and
the application of the proceeds thereof) the statements made inSection 6.2.1are true and correct in all material respects.

SECTION 6.2.3Satisfactory Legal Form.All documents executed or submitted pursuant hereto by or on behalf
of any Obligor shall be reasonably satisfactory in form and substance to the Administrative
Agent and its counsel, and the Administrative Agent and its counsel shall have received all information, approvals, opinions, documents or instruments as the Administrative Agent or its counsel may
reasonably request.

ARTICLE VII  REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders, the Issuer and the Administrative Agent to enter into this Agreement and to make Credit Extensions hereunder, each Borrower
represents and warrants to each Secured Party as set forth in this Article.

SECTION 7.1Organization, etc.Each Obligor is validly organized and existing and in good standing under the
laws of the state or jurisdiction of its incorporation or organization, is duly
qualified to do business and is in good standing as a foreign entity in each jurisdiction where the nature of its business requires such qualification (except where the failure to so qualify would
not, individually or in the aggregate, have a Material Adverse Effect), and has full power and authority and holds all requisite governmental licenses, permits and other approvals to enter into and
perform its Obligations under each Loan Document to which it is a party, to own and hold under lease its property and to conduct its business substantially as currently conducted by it.

SECTION 7.2Due Authorization, Non-Contravention, etc.The execution, delivery and performance by each
Obligor of each Loan Document executed or to be executed by it are in each case within such Person's powers, have
been duly authorized by all necessary action, and do not



SECTION 7.3Government Approval, Regulation, etc.No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority or other Person (other than those that have been, or
on the Closing Date will be, duly obtained or made and which are in full force and effect, and other than those filings required to be made after the Closing Date) is required for the delivery or
performance by any Obligor of any Loan Document to which it is a party. Neither Borrower

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nor any of their Consolidated Entities is an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a
"holding company", or a "subsidiary company" of a "holding
company", or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company", within the meaning of the Public Utility Holding Company
Act of 1935, as amended.

SECTION 7.4Validity, etc.Each Loan Document to which any Obligor is a party constitutes the legal, valid
and binding obligations of such Obligor, enforceable against such Obligor in
accordance with their respective terms (except, in any case, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights
generally and by principles of equity).

SECTION 7.5Financial Information.The financial statements of the Borrowers and their Consolidated Entities
furnished (a) in accordance with clause (a)ofSection 5.1.12of the Original Credit Agreement and (b) in accordance
withSection 7.1.1of the Existing Credit Agreement were prepared in accordance with GAAP consistently applied, and present fairly the
consolidated financial condition of the Persons covered thereby as of all dates thereof and the result of their operations for periods then ended.

SECTION 7.6No Material Adverse Change.There has been no material adverse change in the condition
(financial or otherwise), results of operations, assets, business, properties or prospects of either
Borrower or the Borrowers and their Consolidated Entities, taken as a whole, since December 31, 2001.

SECTION 7.7Litigation, Labor Controversies, etc.There is no pending or, to the knowledge of the Borrowers
or any of their Consolidated Entities, threatened litigation, action, proceeding or labor controversy



SECTION 7.8Subsidiaries.Neither Borrower has any Subsidiaries, except those Subsidiaries which are
identified inItem 7.8of the
Disclosure Schedule, or which are permitted to have been organized or acquired in accordance withSections 8.2.6or8.2.11. Item
7.8of the Disclosure Schedule sets forth each Consolidated Entity, Non-Consolidated Entity, Operating Entity and Limited Entity.

SECTION 7.9Ownership of Properties.Each Borrower and each of its Consolidated Entities owns (a) in
the case of owned real property, good fee title to, and (b) in the case of owned
personal property, good and valid title to, or, (c) in the case of leased real or personal property, valid and enforceable leasehold interests (as the case may be) in, all of its properties and
assets, real and personal, tangible and intangible, of any nature whatsoever, free and clear in each case of all Liens or claims, except for Liens permitted pursuant to Section 8.2.3.

SECTION 7.10Taxes.Each Borrower and each of its Consolidated Entities has filed all tax returns and
reports required by law to have been filed by it and has paid all material Taxes
thereby shown to be due and owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall
have been set aside on its books.

SECTION 7.11Pension and Welfare Plans.Except as disclosed inItem
7.11of the Disclosure Schedule, during the twelve-consecutive-month period prior to
the Closing Date and prior to the date of any Credit Extension hereunder, no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension
Plan sufficient to give rise to a Lien

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under Section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which might result in the incurrence by either Borrower or any member
of the Controlled Group of any material liability, fine or penalty. Except as disclosed inItem 7.11of the Disclosure Schedule, neither Borrower nor
any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described
in Part 6 of Title I of ERISA.

SECTION 7.12Environmental Warranties.Except as set forth inItem 7.12of the Disclosure Schedule:



SECTION 7.13Accuracy of Information.The factual information heretofore or contemporaneously furnished in
writing to the Administrative Agent (or any predecessors thereto) by

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or on behalf of any Obligor, taken as a whole, in connection with any Loan Document or any transaction contemplated hereby does not contain any untrue statement of a material fact, or omits to state
any fact necessary to make any material statement contained therein not misleading in any material respect, and no other factual information hereafter furnished in connection with any Loan Document by
or on behalf of any Obligor to any Secured Party will contain any untrue statement of a material fact or will omit to state any fact necessary to make any material information contained therein not
misleading in any material respect on the date as of which such information is dated or certified.

SECTION 7.14Regulations T, U and X.No Obligor is engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock, and no proceeds of any Credit Extensions will be
used to purchase or carry margin stock or otherwise for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulations T, U or X. Terms for which meanings are provided in F.R.S.
Board Regulations T, U or X or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.

SECTION 7.15Absence of Any Undisclosed Liabilities.As of the Closing Date, there are no material
liabilities of any Obligor of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable
or otherwise, and there is no existing condition, situation or set of circumstances which could be expected to result in such a liability, other than those liabilities provided for or disclosed in the
most recently delivered financial statements or those liabilities that have been disclosed to the Administrative Agent prior to the Closing Date.

SECTION 7.16Issuance of Subordinated Debt Status of Obligations as Senior Indebtedness, etc.The Borrowers
and their Consolidated Entities, as applicable, have the power and authority to incur the Subordinated Debt as provided for under the Sub Debt
Documents applicable thereto and have duly authorized, executed and delivered the Sub Debt Documents applicable to such Subordinated Debt. The Borrowers and their Consolidated Entities, as applicable,
have issued, pursuant to due authorization, the Subordinated Debt under the applicable Sub Debt Documents, and such Sub Debt Documents constitute the legal, valid and binding obligations of the
Borrowers and their Consolidated Entities, as applicable, enforceable against the Borrowers and their Consolidated Entities, as applicable, in accordance with their terms (except as such
enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by principles of equity). The subordination provisions of
the Subordinated Debt contained in the Sub Debt Documents
are enforceable against the holders of the Subordinated Debt by the holder of any "Designated Senior Indebtedness" or similar term referring to the
Obligations (as defined in the Sub Debt Documents). All Obligations, including those to pay principal of and interest (including post-petition interest, whether or not allowed as a claim
under bankruptcy or similar laws) on the Loans and Reimbursement Obligations, and fees and expenses in connection therewith, constitute "Designated Senior
Indebtedness" or similar term relating to the Obligations (as defined in the Sub Debt Documents) and all such Obligations are entitled to the benefits of the subordination
created by the Sub Debt Documents. The Borrowers acknowledge that the Administrative Agent, each Lender and the Issuer is entering into this Agreement and is extending its Commitments in reliance upon
the subordination provisions of the Sub Debt Documents.

SECTION 7.17Limited Entities.Each holder of Equity Interests of each Limited Entity (other than any
Obligor) is prohibited by the formation or governing documentation of such Limited Entity
from pledging any Equity Interests of such Limited Entity, and no such holder has consented to the pledge by any Obligor of its Equity Interests in such Limited Entity.

SECTION 7.18Collateral Documentation.No Obligor has acquired or obtained an interest in any Intellectual
Property (as such term is defined in the Pledge Agreement) which would require under the terms
of the Pledge Agreement the execution of a Patent Security Agreement, a Trademark

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Security Agreement or a Copyright Security Agreement or any other document required to acknowledge or register or perfect Administrative Agent's interest in any part of such Intellectual Property.

SECTION 7.19Foreign Subsidiary Guarantor Real Property.Except as disclosed inItem
7.19of the Disclosure Schedule, no Foreign Subsidiary Guarantor holds title or
otherwise owns any real property.

ARTICLE VIII  COVENANTS

SECTION 8.1Affirmative Covenants.Each Borrower agrees with each Lender, the Issuer and the Administrative
Agent that until the Termination Date has occurred, each Borrower will, and will cause
its Consolidated Entities to, perform or cause to be performed the obligations set forth below.

SECTION 8.1.1Financial Information, Reports, Notices, etc.The Borrowers will furnish to the Administrative
Agent, for distribution to each Lender, copies of the following financial statements, reports, notices and
information:



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All
financial statements provided in accordance with thisSection 8.1.1will be prepared in accordance with GAAP consistently
applied with the financial statements provided in accordance withSection 5.1.12of the Original Credit Agreement, and in each case will present
fairly the consolidated financial condition of the Persons covered thereby as of the dates thereof and the results of the operations for the periods then ended.

SECTION 8.1.2Maintenance of Existence; Compliance with Laws, etc.Each Borrower will, and will cause each
of its Consolidated Entities to, preserve and maintain its legal existence (except as otherwise permitted by Section 8.2.11), and comply in all material respects with all applicable laws, rules,
regulations and orders, including the payment (before the
same become delinquent), of all Taxes, imposed upon such Borrower or its Consolidated Entities or upon their property except to the extent being diligently contested in good faith by appropriate
proceedings and for which adequate reserves in

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accordance with GAAP have been set aside on the books of such Borrower or its Consolidated Entities, as applicable.

SECTION 8.1.3Maintenance of Properties.Each Borrower will, and will cause each of its Consolidated
Entities to, maintain, preserve, protect and keep its and their respective properties in good repair,
working order and condition (ordinary wear and tear excepted), and make necessary repairs, renewals and replacements so that the business carried on by such Borrower and its Consolidated Entities may
be properly conducted at all times, unless such Borrower or such Consolidated Entity determines in good faith that the continued maintenance of such property is no longer economically desirable.

SECTION 8.1.4Insurance.Each Borrower will, and will cause each of its Consolidated Entities to:



SECTION 8.1.5Books and Records.Each Borrower will, and will cause each of its Consolidated Entities to,
keep books and records in accordance with GAAP which accurately reflect all of its
business affairs and transactions and permit each Secured Party or any of its representatives, at reasonable times and intervals upon reasonable notice to such Borrower, to visit each Obligor's
offices, to discuss such Obligor's financial matters with its officers, employees and independent public accountants (and each Borrower hereby authorizes such independent public accountant to discuss
each Obligor's financial matters with each Secured Party and its representatives whether or not any representative of such Obligor is present) and to examine (and photocopy extracts from) any of its
books and records. The applicable Borrower shall pay any fees of such independent public accountant incurred in connection with any Secured Party's exercise of its rights, with respect to such
Borrower, pursuant to this Section.

SECTION 8.1.6Environmental Law Covenant.Each Borrower will, and will cause each of its Consolidated
Entities to,



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SECTION 8.1.7Use of Proceeds.Each Borrower has or will apply the proceeds of the Credit Extensions as
follows:



SECTION 8.1.8Future Guarantors, Security, etc.Each Borrower will, and will cause each Subsidiary Guarantor
to, execute any documents, authorize delivery and filing of Filing Statements, agreements (including
any guaranty, security and/or pledge agreement) and instruments, and take all further action (including filing Mortgages within 150 days of the acquisition of any real property) that may be
required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve,
protect and perfect the validity and first priority (subject to Liens permitted bySection 8.2.3) of the Liens created or intended to be created
by the Loan Documents. Each Borrower will cause any subsequently acquired or organized Wholly Owned Subsidiary to execute the Subsidiary Guaranty (or a supplement thereto) and each applicable Loan
Document in favor of the Secured Parties. In addition, from time to time, each Borrower will, and will cause each Subsidiary Guarantor to, at such Borrower's cost and expense, promptly secure the
Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall
designate, it being agreed that it is the intent of the parties that the Obligations shall be secured by, among other things, substantially all the assets of the Borrowers and the Subsidiary
Guarantors, including real and personal property acquired subsequent to the Closing Date. Such Liens will be created under the Loan Documents in form and substance satisfactory to the Administrative
Agent, and the applicable Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and lien
searches) as the Administrative Agent shall reasonably request to evidence compliance with this Section. Notwithstanding the foregoing, (a) this Section 8.1.8shall not apply to any Subsidiary
Guarantor that is an Operating Entity or a Limited Entity (or which becomes an Operating Entity
or a Limited Entity within six months after the formation or initial acquisition of an Equity Interest in such Subsidiary) and (b) no Subsidiary Guarantor shall be obligated to grant a Lien
with respect to any Equity Interest in a partnership, joint venture or limited liability company in which an Equity Interest is also held by a Hospital Joint Venture Entity; provided that in each such
case, Borrowers provide Administrative Agent an acknowledgment affirming the inclusion of such entity as a Limited Entity and reaffirming the representation and warranty of Borrowers set forth in Section 7.17.

SECTION 8.1.9Rate Protection Agreements.The Borrowers shall maintain Hedging Obligations (including such
Indebtedness accruing interest at a fixed rate by its terms) designed to protect the Borrowers
against fluctuations in interest rates with respect to at least 50% of the average outstanding amount of the Borrowers' Indebtedness for a period and on terms satisfactory to the Administrative Agent.

SECTION 8.1.10Provisions for Certain Subsidiaries.The Borrowers have notified the Administrative Agent and
Lenders that USP New Jersey, Inc., a US Subsidiary Guarantor, intends to transfer its Equity
Interest in Shrewsbury Surgery Center, LLC and Toms River Surgery Center, LLC, to a joint venture, partnership or limited liability company in which an Equity Interest is also held by a Person that
owns or is affiliated with a non-profit hospital (a "Hospital Joint Venture Entity") within 90 days after the Closing Date and has
requested that USP Houston, Inc. and USP New Jersey, Inc.

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(collectively, the "Subject US Subsidiary Guarantors") not pledge their Equity Interest in Memorial Hermann/USP Surgery Centers, L.L.P., Shrewsbury
Surgery Center, LLC and Toms River Surgery Center, LLC (each a "Subject Subsidiary") respectively, as is otherwise required in this Agreement. The
Borrowers agree that if such transfers of the Equity Interests in either Subject Subsidiary does not occur within 90 days after the Closing Date (or by such later date as agreed to in writing
by Administrative Agent in its sole and arbitrary discretion, and, absent an Event of Default, without the consent of any other Lender), Borrowers will cause the Subject US Subsidiary Guarantors not
otherwise transferred to pledge their Equity Interests in the respective Subject Subsidiary pursuant toSection 5.1(c)and execute and/or deliver
such documents and certificates required inSection 6.1.8.

SECTION 8.1.11Distributions.Each Borrower will, and will cause each of its Consolidated Entities to, cause
each Qualified Entity to declare and pay regular, quarterly or
semi-annual dividends or distributions to the holders of its Equity Interests in an amount equal to substantially all of the available cash flow of such Qualified Entity for such period as
determined in good faith by the board of directors, board of governors or such other individuals performing similar functions, subject to such ordinary and customary reserves and other amounts as, in
good faith judgment of such individuals, may be necessary so that the businesses of such Qualified Entity may be properly and advantageously conducted at all times.

SECTION 8.2Negative Covenants.Each Borrower covenants and agrees with each Lender, the Issuer and the
Administrative Agent that until the Termination Date has occurred, such Borrower will, and
will cause its Consolidated Entities to, perform or cause to be performed the obligations set forth below.

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SECTION 8.2.1Business Activities.Neither Borrower will, nor will it permit any of its Consolidated
Entities to, engage in any business activity except those business activities engaged in on the
Closing Date and activities reasonably related thereto.

SECTION 8.2.2Indebtedness.Neither Borrower will, nor will it permit any of its Consolidated Entities to,
create, incur, assume or permit to exist any Indebtedness, other than:



Period

Other Indebtedness
to EBITDAPrior to June 30, 2003

1.25 to 1.00From June 30, 2003 to June 29, 2004

1.20 to 1.00Commencing June 30, 2004 and thereafter

1.15 to 1.00


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SECTION 8.2.3Liens.Neither Borrower will, nor will it permit any of its Consolidated Entities to, create,
incur, assume or permit to exist any Lien upon any of its property
(including Equity Interests of any Person), revenues or assets, whether now owned or hereafter acquired, except:



SECTION 8.2.4Financial Condition and Operations.Neither Borrower will permit any of the events set forth
below to occur.

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Period

Total Funded Debt
to EBITDA RatioPrior to June 30, 2003

3.75 to 1.00From June 30, 2003 to December 30, 2003

3.50 to 1.00Commencing December 31, 2003 and thereafter

3.25 to 1.00




Period

Fixed Charge
Coverage RatioPrior to December 31, 2003

1.25 to 1.00Commencing December 31, 2003 and thereafter

1.50 to 1.00




Period

Interest
Coverage RatioPrior to December 31, 2003

2.00 to 1.00Commencing December 31, 2003 and thereafter

2.50 to 1.00


SECTION 8.2.5Investments.Neither Borrower will, nor will it permit any of its Consolidated Entities to,
purchase, make, incur, assume or permit to exist any Investment in any other
Person, except:



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SECTION 8.2.6Consolidated Acquisitions.Neither Borrower will, nor will it permit any of its Consolidated
Entities to, make an acquisition of Equity Interests except Equity Interests constituting
Permitted Acquisitions not to exceed an aggregate amount in cash (net of any amounts that have been syndicated to other investors) equal to EBITDA of the Borrowers and their Consolidated Entities for
the four Fiscal Quarters for which the most recent Compliance Certificate was delivered to the Administrative Agent by the Borrowers pursuant to clause (d)ofSection 8.1.1during any twelve month period following the Closing Date;
provided that (i) no one such acquisition shall exceed $15,000,000, (ii) the aggregate amount of such acquisitions of Persons which had negative Acquired Person

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EBITDAM shall not exceed $10,000,000 during the term of this Agreement, (iii) any such acquisition shall result in the acquisition of a Consolidated Entity, (iv) upon making such
acquisition, the provisions ofSection 8.1.8are complied with and (v) no Default has occurred and is continuing or would result
therefrom.

SECTION 8.2.7Restricted Payments.Neither Borrower will, nor will it permit any of its Consolidated
Entities to, declare or make a Restricted Payment, or make any deposit for any Restricted
Payment, other than Restricted Payments made (a) by Consolidated Entities to holders of their Equity Interests, (b) in connection with the repurchase of individual investors' Equity
Interests in Operating Entities and (c) so long as no Event of Default has occurred and is continuing, to Holdings and to USP International (for subsequent payment to Holdings) for the payment
of interest on the Holdings Notes (provided that the amount of Restricted Payments permitted by thisclause (c)shall be reduced by the amount of
interest paid by the
US Borrower and USP International to Holdings with respect to the Subordinated Intercompany Notes).

SECTION 8.2.8Capital Expenditures.Neither Borrower will, nor will it permit any of its Consolidated
Entities to, make or commit to make Capital Expenditures in any Fiscal Year in an aggregate
amount in excess of (a) in respect of Maintenance Capital Expenditures, an amount equal to the amount attributable to depreciation of assets in determining Net Income of the Borrowers and their
Consolidated Entities for such Fiscal Year and (b) in respect of Capital Expenditures other than Maintenance Capital Expenditures, $15,000,000 in the aggregate during any Fiscal Year.

SECTION 8.2.9No Prepayment of Subordinated Debt.Neither Borrower will, nor will it permit any of its
Consolidated Entities to,



Furthermore,
neither Borrower nor any of their Consolidated Entities will designate any Indebtedness other than the Obligations as "Designated Senior
Indebtedness" (or any analogous term) in any Sub Debt Document.

SECTION 8.2.10Issuance of Equity Interests.Neither Borrower will, nor will it permit any of its
Consolidated Entities to, issue any Equity Interests (whether for value or otherwise) to any Person other
than (i) in the case of Consolidated Entities, to either Borrower or a Subsidiary Guarantor, (ii) in the case of either Borrower, if the Net Equity Proceeds from such issuance are
applied to prepay the Loans as required by the terms of this Agreement or (iii) in the case of Operating Entities, to physicians in the ordinary course of business.

SECTION 8.2.11Consolidation, Merger, etc.Neither Borrower will, nor will it permit any of its Consolidated
Entities to, liquidate or dissolve, consolidate with, or merge into or with, any other Person,
or purchase or otherwise acquire all or substantially all of the assets of any Person (or any division thereof), except



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SECTION 8.2.12Permitted Dispositions.Neither Borrower will, nor will it permit any of its Consolidated
Entities to, Dispose of any of such Borrower's or such Consolidated Entity's assets (including
accounts receivable and Equity Interests of Consolidated Entities) to any Person in one transaction or series of transactions unless such Disposition is (a) inventory or obsolete property
Disposed of in the ordinary course of its business, (b) permitted bySections 8.1.10and8.2.11,
(c) Dispositions of Equity Interests in Operating Entities to physicians in the ordinary course of business, (d) (i) such Disposition is for fair market value and, unless otherwise
agreed to by the Administrative Agent, the consideration received shall consist of no less than 80% in cash, (ii) the Net Disposition Proceeds received from such Disposition, together with the
Net Disposition Proceeds of all other assets Disposed of pursuant to this clause since the Closing Date, does not exceed (individually or in the aggregate) $15,000,000 in any Fiscal Year and
(iii) the Net Disposition Proceeds from such Disposition are applied pursuant toSections 3.1.1and 3.1.2, or (e) a Disposition of real property
permitted underSection 8.2.16hereof and the
Net Disposition Proceeds from such Disposition are applied pursuant toSections 3.1.1and3.1.2.

SECTION 8.2.13Modification of Certain Agreements.



SECTION 8.2.14Transactions with Affiliates.Neither Borrower will, nor will it permit any of its
Consolidated Entities to, enter into or cause or permit to exist any arrangement, transaction or contract
(including for the purchase, lease or exchange of property or the rendering of services) with any of its other Affiliates, unless such arrangement, transaction or contract (a) is on fair and
reasonable terms no less favorable to the applicable Borrower or such Consolidated Entity than it could obtain in an arm's-length transaction with a Person that is not an Affiliate and (b) is
of the kind which would be entered

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into by a prudent Person in the position of such Borrower or such Consolidated Entity with a Person that is not one of its Affiliates.

SECTION 8.2.15Restrictive Agreements, etc.Neither Borrower will, nor will it permit any of its
Consolidated Entities to, enter into any agreement prohibiting



SECTION 8.2.16Sale and Leaseback.Neither Borrower will, nor will it permit any of its Consolidated
Entities to, directly or indirectly enter into any agreement or arrangement providing for the
sale or transfer by it of any property (other than real property), now owned or hereafter acquired, to a Person and the subsequent lease or rental of such property or other similar property from such
Person.

SECTION 8.2.17Foreign Subsidiaries.Notwithstanding any other provisions of this Agreement to the contrary,
the US Borrower will not, nor will it permit any of its Consolidated Entities to, organize
or acquire any Foreign Subsidiaries.

SECTION 8.2.18Amendment of Organic Documents.Neither Borrower will, nor will it permit any of its
Consolidated Entities to, amend, supplement or otherwise modify, or permit, consent or suffer to occur any
amendment, supplement or modification of, any terms or provisions contained in, or applicable to, any Organic Document of such Borrower or such Consolidated Entity if the effect thereof is to impair,
or is in any manner adverse to, the rights, interests or obligations of any Secured Party under any Loan Document.

SECTION 8.2.19Fiscal Year.Neither Borrower will change its Fiscal Year.

SECTION 8.2.20Limitations on Intercompany Loans and Transfers.Neither Borrower will, nor will it permit
any of its Consolidated Entities (other than an Unrestricted Subsidiary (as defined in the Holdings Notes Indenture))
to, make any loans or advances, or transfer any of its property or assets, to Parent or any of its Restricted Subsidiaries (as defined in the Holdings Notes Indenture) if the loan, advance or transfer
would contravene such Borrower's or Consolidated Entity's Organic Documents or any agreement relating to Indebtedness of such Person.

SECTION 8.3Additional Covenants regarding certain Spanish Collateral.Each Borrower agrees that until the
following conditions are met to the satisfaction of Administrative Agent, the availability of the UK Borrower to have Letters
of Credit issued on its behalf or to receive Loans or other Credit Extensions will be limited pursuant to the provisions ofclause (d)of Section 2.1.1.

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SECTION 8.3.1Foreign Subsidiary Pledge and Security Agreements.The Administrative Agent shall have
received the Foreign Subsidiary Pledge and Security Agreements, duly executed and delivered by an Authorized Officer of each
Foreign Subsidiary Guarantor, together with:



SECTION 8.3.2Mortgages.The Administrative Agent shall have received counterparts of each of the Mortgages
applicable to Foreign Subsidiary Guarantors, duly executed and delivered by an
Authorized Officer of each Foreign Subsidiary Guarantor, together with



SECTION 8.3.3Opinions of Counsel.The Administrative Agent shall have received opinions, addressed to the
Administrative Agent and all Lenders, with respect to the documents and matters set forth
in thisSection 8.3, each in form and substance, and from counsel, satisfactory to the Administrative Agent.

ARTICLE IX  EVENTS OF DEFAULT

SECTION 9.1Listing of Events of Default.Each of the following events or occurrences described in this
Article shall constitute an "Event of Default".

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SECTION 9.1.1Non-Payment of Obligations.Either Borrower shall default in the payment or prepayment when
due of



SECTION 9.1.2Breach of Warranty.Any representation or warranty of any Obligor made or deemed to be made in
any Loan Document (including any certificates delivered pursuant to Article VI) is or shall be incorrect when made or deemed to have been made in any material respect.

SECTION 9.1.3Non-Performance of Certain Covenants and Obligations.Either Borrower shall default in the due
performance or observance of any of its obligations underSection 8.1.1,
Section 8.1.5(with respect to inspection of books and records and discussions with Borrowers' officers, employees and independent public accountants), Section 8.1.7orSection 8.2, or any Obligor shall default in the due performance or
observance of its obligations underArticle IVof the Subsidiary Guaranty orArticle IVof
a Pledge Agreement.

SECTION 9.1.4Non-Performance of Other Covenants and Obligations.Any Obligor shall default in the due
performance and observance of any other agreement contained in any Loan Document executed by it, and such default shall
continue unremedied for a period of 30 days.

SECTION 9.1.5Default on Other Indebtedness.A default shall occur in the payment of any amount when due
(subject to any applicable grace period), whether by acceleration or otherwise, of any principal or
stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described inSection 9.1.1) of any Obligor having a principal
or stated amount, individually or in the aggregate, in excess of $2,500,000, or a default shall occur in the performance or observance of any obligation or condition with respect to such Indebtedness
if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or
holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or to require such Indebtedness to be prepaid, redeemed,
purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity.

SECTION 9.1.6Judgments.Any judgment or order for the payment of money individually or in the aggregate in
excess of $1,000,000 (exclusive of any amounts fully covered by insurance (less
any applicable deductible) and as to which the insurer has acknowledged its responsibility to cover such judgment or order) shall be rendered against any Obligor and such judgment shall not have been
vacated or discharged or stayed or bonded pending appeal within 30 days after the entry thereof or enforcement proceedings shall have been commenced by any creditor upon such judgment or order.

SECTION 9.1.7Pension Plans.Any of the following events shall occur with respect to any Pension Plan



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SECTION 9.1.8Change in Control.Any Change in Control shall occur.

SECTION 9.1.9Bankruptcy, Insolvency, etc.Any Obligor shall



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SECTION 9.1.10Impairment of Security, etc.Any Loan Document or any Lien granted thereunder shall (except
in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be
the legally valid, binding and enforceable obligation of any Obligor party thereto; any Obligor or any other party shall, directly or indirectly, contest in any manner such effectiveness, validity,
binding nature or enforceability; or, except as permitted under any Loan Document, any Lien securing any Obligation shall, in whole or in part, cease to be a perfected first priority Lien.

SECTION 9.1.11Failure of Subordination.Unless otherwise waived or consented to by the Administrative Agent,
 the Lenders and the Issuer in writing, the subordination provisions relating to any
Subordinated Debt (the "Subordination Provisions") shall fail to be enforceable by the Administrative Agent, the Lenders and the Issuer in accordance
with the terms thereof, or the monetary Obligations shall fail to constitute "Senior Indebtedness" (or similar term) referring, to the Obligations; or
either Borrower or any of their Consolidated Entities shall, directly or indirectly, disavow or contest in any manner (i) the effectiveness, validity or enforceability of any of the
Subordination Provisions, (ii) that the Subordination Provisions exist for the benefit of the Administrative Agent, the Lenders and the Issuer or (iii) that all payments of principal of
or premium and interest on the Subordinated Debt, or realized from the liquidation of any property of any Obligor, shall be subject to any of such Subordination Provisions.

SECTION 9.1.12Parent Total Debt to Parent Total Capitalization Ratio.The Parent Total Debt to Parent Total
Capitalization Ratio, shall exceed, during the applicable period, the ratios set forth below:

|Period                                      |  | Parent Total Debt to Parent Total
Capitalization Ratio
|------------------------------------------- |  | ------------------------------------------------------
|Prior to December 31, 2003                  |  | 0.55 to 1.00                                          
|Commencing December 31, 2003 and thereafter |  | 0.50 to 1.00                                          

and
such default shall continue unremedied for a period of thirty (30) days.

SECTION 9.2Action if Bankruptcy.If any Event of Default described inclauses
(a)through (d)ofSection 9.1.9with respect to either Borrower shall occur, the Commitments (if not
theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other Obligations (including Reimbursement Obligations) shall automatically
be and become immediately due and payable, without notice or demand to any Person and each Obligor shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit
Outstandings.

SECTION 9.3Action if Other Event of Default.If any Event of Default (other than any Event of Default
described inclauses (a)through (d)ofSection 9.1.9with respect to either Borrower) shall
occur for any reason, whether
voluntary or involuntary, and be continuing, the Administrative Agent may, with the consent of, and shall, upon the direction of the Required Lenders, by notice to the Borrowers declare all or any
portion of the outstanding principal amount of the Loans and other

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Obligations (including Reimbursement Obligations) to be due and payable and/or the Commitments (if not theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and
other Obligations which shall be so declared due and payable shall be and become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments
shall terminate and the Borrowers shall automatically and immediately be obligated to Cash Collateralize all Letter of Credit Outstandings;providedthat if less than the total principal amount of all Loans and other Obligations are declared to be due and payable, the amount so declared due and payable shall be allocated pro rata between the
Borrowers in accordance with their respective Borrowings.

ARTICLE X  THE ADMINISTRATIVE AGENT

SECTION 10.1Actions.Each Lender hereby appoints SunTrust as the Administrative Agent under and for
purposes of each Loan Document. Each Lender authorizes the Administrative Agent to
act on behalf of such Lender under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Administrative Agent (with respect
to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel in order to avoid contravention of applicable law), to
exercise such powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be incidental
thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent pro rata according to such Lender's proportionate Revolving Loan
Commitment Amount, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by,
or asserted against, the Administrative Agent in any way relating to or arising out of any Loan Document (including attorneys' fees), and as to which the Administrative Agent is not reimbursed by a
Borrower;providedthat no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or
expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted from the Administrative Agent's gross negligence or willful misconduct. The Administrative
Agent shall not be required to take any action under any Loan Document, or to prosecute or defend any suit in respect of any Loan Document, unless it is indemnified hereunder to its satisfaction. If
any indemnity in favor of the Administrative Agent shall be or become, in the Administrative Agent's determination, inadequate, the Administrative Agent may call for additional indemnification from
the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

SECTION 10.2Funding Reliance, etc.Unless the Administrative Agent shall have been notified in writing by
any Lender by 3:00 p.m. on the Business Day prior to a Borrowing that such Lender
will not make available the amount which would constitute its Percentage of such Borrowing on the date specified therefor, the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent and, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. If and to the extent that such Lender shall not have made
such amount available to the Administrative Agent, such Lender and such Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date the Administrative Agent made such amount available to such Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable
at the time to Loans comprising such Borrowing (in the case of a Borrower) and (in the case of a Lender), at the Federal Funds Rate (for the first two Business Days after which such amount has not
been repaid), and thereafter at the interest rate applicable to Loans comprising such Borrowing.

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SECTION 10.3Exculpation.Neither the Administrative Agent nor any of its directors, officers, employees or
agents shall be liable to any Secured Party for any action taken or omitted to
be taken by it under any Loan Document, or in connection therewith, except for its own willful misconduct or gross negligence, nor responsible for any recitals or warranties herein or therein, nor for
the effectiveness, enforceability, validity or due execution of any Loan Document, nor for the creation, perfection or priority of any Liens purported to be created by any of the Loan Documents, or
the validity, genuineness, enforceability, existence, value
or sufficiency of any Collateral, nor to make any inquiry respecting the performance by any Obligor of its Obligations. Any such inquiry which may be made by the Administrative Agent shall not
obligate it to make any further inquiry or to take any action. The Administrative Agent shall be entitled to rely upon advice of counsel concerning legal matters and upon any notice, consent,
certificate, statement or writing which the Administrative Agent believes to be genuine and to have been presented by a proper Person.

SECTION 10.4Successor.The Administrative Agent may resign as such at anytime upon at least 30 days'
prior notice to the Borrowers and all Lenders. If the Administrative Agent at
any time shall resign, the Required Lenders may appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent hereunder. If no successor
Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent's giving notice of
resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be one of the Lenders or a commercial banking institution
organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, and having a combined capital and surplus of at least
$250,000,000;providedthat if such retiring Administrative Agent is unable to find a commercial banking institution which is willing to accept such
appointment and which meets the qualifications set forth in above, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall assume and
perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor as provided for above. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer
and assignment as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Loan Documents. After any retiring Administrative Agent's resignation
hereunder as the Administrative Agent, the provisions of this Article shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under the
Loan Documents, andSection 12.3andSection 12.4shall continue to inure to its benefit.

SECTION 10.5Credit Extensions by SunTrust.SunTrust shall have the same rights and powers with respect to
(a) the Credit Extensions made by it or any of its Affiliates, and (b) the Revolving
Notes and Swingline Note held by it or any of its Affiliates as any other Lender and may exercise the same as if it were not the Administrative Agent. SunTrust and its Affiliates may accept deposits
from, lend money to, and generally engage in any kind of business with either Borrower or any Consolidated Entity or Affiliate of either Borrower as if SunTrust were not the Administrative Agent
hereunder.

SECTION 10.6Credit Decisions.Each Lender acknowledges that it has, independently of the Administrative
Agent and each other Lender, and based on such Lender's review of the financial
information of each Borrower, the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such other documents, information and investigations as such Lender has
deemed appropriate, made its own credit decision to extend its Commitments. Each Lender also acknowledges that it will, independently of the Administrative Agent and each other Lender, and based on
such other documents, information and investigations as it shall deem appropriate at any time,

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continue to make its own credit decisions as to exercising or not exercising from time to time any rights and privileges available to it under the Loan Documents.

SECTION 10.7Copies, etc.The Administrative Agent shall give prompt notice to each Lender of each notice or
request required or permitted to be given to the Administrative Agent by the
applicable Borrower pursuant to the terms of the Loan Documents (unless concurrently delivered to the Lenders by such Borrower). The Administrative Agent will distribute to each Lender each document
or instrument received for its account and copies of all other communications received by the Administrative Agent from either Borrower for distribution to the Lenders by the Administrative Agent in
accordance with the terms of the Loan Documents.

SECTION 10.8Reliance by Administrative Agent.The Administrative Agent shall be entitled to rely upon any
certification, notice or other communication (including any thereof by telephone, telecopy, telegram
or cable) believed by it to be genuine and correct and to have been signed or sent by or on behalf of the proper Person, and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Administrative Agent. As to any matters not expressly provided for by the Loan Documents, the Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, thereunder in accordance with instructions given by the Required Lenders or all of the Lenders as is required in such circumstance, and such instructions of such Lenders and
any action taken or failure to act pursuant thereto shall be binding on all Secured Parties. For purposes of applying amounts in accordance with this Section, the Administrative Agent shall be
entitled to rely upon any Secured Party that has entered into a Rate Protection Agreement with any Obligor for a determination (which such Secured Party agrees to provide or cause to be provided upon
request of the Administrative Agent) of the outstanding Obligations owed to such Secured Party under any Rate Protection Agreement. Unless it has actual knowledge evidenced by way of written notice
from any such Secured Party and either Borrower to the contrary, the Administrative Agent, in acting in such capacity under the Loan Documents, shall be entitled to assume that no Rate Protection
Agreements or Obligations in respect thereof are in existence or outstanding between any Secured Party and any Obligor.

SECTION 10.9Defaults.The Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of a Default unless the Administrative Agent has received a written
notice from any Lender or either Borrower specifying such Default and stating that such notice is a "Notice of Default". In the event that the
Administrative Agent receives such a notice of the occurrence of a Default, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall (subject to Section 11.1) take such action with respect to such Default as shall be directed by the Required Lenders; providedthat unless and until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated
to) take such action, or refrain from taking such action, with respect to such Default as it shall deem advisable in the best interest of the Secured Parties except to the extent that this Agreement
expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of the Required Lenders or all Lenders.

SECTION 10.10Syndication Agent and Documentation Agent.The Lenders identified on the signature pages of
this Agreement as the "Syndication Agent" and the
"Documentation Agent" shall not have any right, power, obligation, liability, responsibility or duty under
this Agreement (or any other Loan Document) other than those applicable to all Lenders as such. Without limiting the foregoing, the Lenders so identified as "Syndication
Agent" and "Documentation Agent" shall not have or be deemed to have any fiduciary relationship with any other Lender. Each
Lender acknowledges that it has not relied, and will not rely, on the Lenders so identified as "Syndication Agent" and as
"Documentation Agent" in deciding to enter into this Agreement and each other Loan Document to which it is a party or in taking or not taking action
hereunder or thereunder.

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ARTICLE XI  US BORROWER GUARANTY

SECTION 11.1Guaranty.US Borrower hereby absolutely, unconditionally and irrevocably





SECTION 11.2Acceleration of Obligations Hereunder.The US Borrower agrees that, in the event of the
dissolution or insolvency of the UK Borrower, or the inability or failure of the UK Borrower to pay its debts as
they become due, or an assignment by the UK Borrower for the benefit of creditors, or the commencement of any case or proceeding in respect
of the UK Borrower under any bankruptcy, insolvency or similar laws, and if such event shall occur at a time when any of the Obligations of the UK Borrower may not then be due and payable, the US
Borrower agrees that it will pay to the Lenders forthwith the full amount which would be payable hereunder by the UK Borrower if all such Obligations were then due and payable.

SECTION 11.3Obligations Hereunder Absolute, etc.The obligations of the US Borrower under thisArticle XIshall in all respects be a continuing, absolute,
unconditional and irrevocable guaranty of payment, and shall remain in full force and effect until all Obligations of the UK Borrower have been paid in full and all Commitments shall have terminated.
The US Borrower guarantees that the Obligations of the UK Borrower will be paid strictly in accordance with the terms of this Agreement and each other Loan Document under which they arise, regardless
of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of any Lender or any holder of any Note with respect thereto. The liability of
the US Borrower under thisArticle XIshall be absolute, unconditional and irrevocable irrespective of



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SECTION 11.4Reinstatement, etc.The US Borrower agrees that thisArticle XIshall continue to be effective or be reinstated, as the case
may be, if at any time any payment (in whole or in part) of any of the Obligations of the UK Borrower is rescinded or must otherwise be restored by any Lender upon the insolvency, bankruptcy or
reorganization of the UK Borrower or otherwise, all as though such payment had not been made.

SECTION 11.5Waiver, etc.The US Borrower hereby waives promptness, diligence, notice of acceptance and any
other notice with respect to any of the Obligations of the UK Borrower and this Article XIand any requirement that the Administrative Agent and any other Lender protect, secure or perfect or
insure any security interest or
Lien, or any property subject thereto, or exhaust any right or take any action against the UK Borrower or any other Person (including any other guarantor) or entity or any Collateral securing the
Obligations of the UK Borrower.

SECTION 11.6Postponement of Subrogation.The US Borrower agrees that it will not exercise any rights which
it may acquire by way of subrogation under this Article XI, by any payment made hereunder or otherwise, until the prior indefeasible payment, in full and in cash, of all Obligations of the UK
Borrower. Any amount paid to the US Borrower on account of any such subrogation rights prior to the Termination Date shall be held in trust for the benefit of the Lenders and shall immediately be paid
to the Lenders and credited and applied against the Obligations of the UK Borrower whether matured or unmatured, in accordance with the terms of this Agreement; provided, however, that if all
Obligations of the UK Borrower have been indefeasibly paid in full and all Commitments have been permanently terminated, each Lender agrees that, at the US Borrower's request, the Lenders will execute
and deliver to the US Borrower appropriate documents (without recourse and without representation or warranty) necessary to evidence the transfer by subrogation to the US Borrower of an interest in
the Obligations of the UK Borrower resulting from such payment by the US Borrower. In furtherance of the foregoing, for so long as any Obligations of the UK Borrower or any Commitments remain
outstanding, the US Borrower shall refrain from taking any action or commencing any proceeding against the UK Borrower (or its successors or assigns), whether in connection with a bankruptcy
proceeding or otherwise to recover any amounts in respect of payments made under thisArticle XIto any Lender.

SECTION 11.7Successors, Transferees and Assigns; Transfers of Notes, etc.Without limiting the generality
ofSection 12.11, any Lender may assign or otherwise transfer (in whole or
in part) any Obligation of the UK Borrower held by it to any other Person, and such other Person shall thereupon

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become vested with all rights and benefits in respect thereof granted to such Lender under any Loan Document (including thisArticle XIor
otherwise, subject, however, to any contrary provisions in such assignment or transfer, and to the provisions ofSection 12.11and Article Xof
this Agreement.

ARTICLE XII  MISCELLANEOUS PROVISIONS

SECTION 12.1Waivers, Amendments, etc.The provisions of each Loan Document may from time to time be amended,
 modified or waived, if such amendment, modification or waiver is in writing and consented
to by the Borrowers and the Required Lenders except as otherwise provided herein;providedthat no such amendment, modification or waiver shall:





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SECTION 12.2Notices; Time.All notices and other communications provided under each Loan Document shall be
in writing or by facsimile and addressed, delivered or transmitted to the
applicable Person at its address or facsimile number set forth onSchedule IIIhereto or set forth in a Lender Assignment Agreement, or at such
other address or facsimile number as may be designated by such Person in a notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid or if properly addressed and
sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is
received by the transmitter. The parties hereto agree that delivery of an executed counterpart of a signature page to this Agreement and each other Loan Document by facsimile shall be effective as
delivery of an original executed counterpart of this Agreement or such other Loan Document. Unless otherwise indicated, all references to the time of a day in a Loan Document shall refer to Nashville,
Tennessee time.

SECTION 12.3Payment of Costs and Expenses.Each Borrower agrees to pay on demand all expenses of the
Administrative Agent and the Lead Arranger (including the fees and out-of-pocket
expenses of Stites & Harbison PLLC, counsel to the Administrative Agent) in connection with





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SECTION 12.4Indemnification.In consideration of the execution and delivery of this Agreement by each
Secured Party, each Borrower hereby indemnifies, exonerates and holds each Secured Party
and each of their respective affiliates, officers, directors, employees and agents (collectively, the "Indemnified Parties") free and harmless from and
against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a
party to the action for which indemnification hereunder is sought), including reasonable attorneys' fees
and disbursements, whether incurred in connection with actions between or among the parties hereto or the parties hereto and third parties (collectively, the "Indemnified
Liabilities"), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to





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SECTION 12.5Survival.The obligations of the Borrowers underSections
4.3,4.4, 4.5,4.6,12.3and
12.4, and the obligations of the Lenders underSection 10.1, shall in each case survive any
assignment from one Lender to another (in the case ofSections 12.3and12.4and the occurrence of the
Termination Date). The representations and warranties made by each Obligor in each Loan Document shall survive the execution and delivery of such Loan Document.

SECTION 12.6Severability.Any provision of any Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective to
the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document or affecting the validity or enforceability of such provision in any other
jurisdiction.

SECTION 12.7Headings.The various headings of each Loan Document are inserted for convenience only and
shall not affect the meaning or interpretation of such Loan Document or any
provisions thereof.

SECTION 12.8Execution in Counterparts, Effectiveness, etc.This Agreement may be executed by the parties
hereto in several counterparts, each of which shall be an original and all of which shall constitute together but
one and the same agreement. This Agreement shall become effective when counterparts hereof executed on behalf of each Borrower, the Administrative Agent and each Lender (or notice thereof satisfactory
to the Administrative Agent), shall have been received by the Administrative Agent.

SECTION 12.9Governing Law; Entire Agreement.EACH LOAN DOCUMENT (OTHER THAN THE LETTERS OF CREDIT, TO THE
EXTENT SPECIFIED BELOW AND EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL EACH BE
DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES
DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBY PRACTICES (ISP98INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NUMBER 590 (THE
"ISP RULES")) AND, AS TO MATTERS NOT GOVERNED BY THE ISP RULES, THE INTERNAL LAWS OF THE STATE OF NEW YORK. The Loan Documents constitute the entire
understanding among the parties hereto with respect to the subject matter thereof and supersede any prior agreements, written or oral, with respect thereto.

SECTION 12.10Successors and Assigns.



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SECTION 12.11Other Transactions.Nothing contained herein shall preclude the Administrative Agent, the
Issuer or any other Lender from engaging in any transaction, in addition to those
contemplated by the Loan Documents, with either Borrower or any of its Affiliates in which Borrower or such Affiliate is not restricted hereby from engaging with any other Person.

SECTION 12.12Forum Selection and Consent to Jurisdiction.ANY LITIGATION BASED HEREON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, ANY LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, THE LENDERS, THE ISSUER OR EITHER BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF

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TENNESSEE OR IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF TENNESSEE; PROVIDED THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE
ADMINISTRATIVE AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE
COURTS OF THE STATE OF TENNESSEE, DAVIDSON COUNTY, TENNESSEE AND OF THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF TENNESSEE FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR
BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF TENNESSEE AT THE ADDRESS FOR NOTICES SPECIFIED INSECTION 12.2. EACH BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM TO THE EXTENT THAT EITHER BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR
FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY. EACH BORROWER HEREBY
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.

SECTION 12.13Waiver of Jury Trial.THE ADMINISTRATIVE AGENT, EACH LENDER, THE ISSUER AND EACH BORROWER
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW
ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER, THE ISSUER OR SUCH BORROWER IN CONNECTION THEREWITH. EACH BORROWER ACKNOWLEDGES AND AGREES THAT IT HAS
RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT, EACH LENDER AND THE ISSUER ENTERING INTO THE LOAN DOCUMENTS.

SECTION 12.14Confidentiality.Each of the Lenders, the Issuer and the Administrative Agent agrees (on
behalf of itself and each of its affiliates, directors, officers, employees, agents,
advisors and representatives) to (a) use any Confidential Information only in connection with participating as a Lender, the Issuer or the Administrative Agent hereunder and. not
for any other purpose and (b) keep confidential any Confidential Information, and in connection therewith comply with its customary procedures for handling confidential information of this
nature;providedthat nothing herein shall limit the disclosure of any such information (i) to the extent required by statute, rule, regulation
or judicial process, (ii) as requested or required by any governmental agency or representative thereof, (iii) to counsel and other professional advisors for any of the Lenders, the
Issuer or the Administrative Agent, (iv) to any Lender's, the Issuer's or the Administrative Agent's examiners, auditors or accountants, (v) to the Administrative Agent, any other Lender
or the Issuer, (vi) by the Administrative Agent, any Lender or the Issuer to an Affiliate of such Person, (vii) in connection with any litigation relating to enforcement of the Loan
Documents or (viii) to any assignee Lender or Participant (or prospective

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assignee Lender or Participant) or to direct contractual counterparties in Rate Protection Agreements entered into in connection with a portion or all of a Lender's rights to receive payments
hereunder (or such contractual counterparties' professional advisors);provided furtherthat, in the case of the preceding clause (i), such Lender,
the Issuer or the Administrative Agent, as the case may be, shall, to the extent legally permissible, use reasonable
efforts to notify the Borrowers of the proposed disclosure as soon as is reasonably practicable under the circumstances at such time.

SECTION 12.15No Novation.This Agreement amends and restates the Existing Credit Agreement, and the
Revolving Notes and the Swingline Note issued under this Agreement amend and restate any
notes issued under the Existing Credit Agreement. The execution of this Agreement, the Revolving Notes, the Swingline Note and/or any amendments to the other Loan Documents do not constitute, nor is
it the intention of the Secured Parties or the Obligors to create, a novation or release of the indebtedness evidenced by the Existing Credit Agreement, the notes issued thereunder or any other Loan
Document.

[SIGNATURE
PAGES TO FOLLOW]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective Authorized Officers as of the day and year first above written.

| |  | USP DOMESTIC HOLDINGS, INC.,
as the US Borrower                                                              
| |  | -------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                          
| |  | Title:                                                                                                       
| |  | USPE HOLDINGS LIMITED,
as the UK Borrower                                                                    
| |  | By:                                                                                                          
| |  | Title:                                                                                                       
| |  | SUNTRUST BANK,
as the Administrative Agent,
a Lender and Swingline Lender                                    
| |  | By:                                                                                                          
| |  | Title:                                                                                                       
| |  | LEHMAN COMMERCIAL PAPER INC.,
as the Syndication Agent and a Lender                                          
| |  | By:                                                                                                          
| |  | Title:                                                                                                       
| |  | CREDIT SUISSE FIRST BOSTON,
acting through its Cayman Islands Branch,
as the Documentation Agent and a Lender
| |  | By:                                                                                                          
| |  | Title:                                                                                                       
| |  | By:                                                                                                          
| |  | Title:                                                                                                       
| |  | BANK OF AMERICA, N.A.,
as a Lender                                                                           
| |  | By:                                                                                                          
| |  | Title:                                                                                                       
| |  | SOCIETE GENERALE,
as a Lender                                                                                
| |  | By:                                                                                                          
| |  | Title:                                                                                                       

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| |  | SOUTHWEST BANK OF TEXAS,
as a Lender
| |  | ------------------------------------
| |  | By:                                 
| |  | Title:                              
| |  | BANK OF OKLAHOMA, N.A.,
as a Lender 
| |  | By:                                 
| |  | Title:                              

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EXHIBIT A

REVOLVING NOTE

|$ |  |  |  |  |  | , | 20 | 
|- |  |  |  |  |  | - | -- | 
|  |  |  |  |  |  |   |    | 

FOR
VALUE RECEIVED, the [US BORROWER] [UK BORROWER] promises to pay to the order of                        (the
"Lender") on the Stated Maturity Date the principal sum of                        
($                        ) or, if less, the aggregate unpaid principal amount of all
Loans shown on the schedule attached hereto (and any continuation thereof) made (or continued) by the Lender pursuant to that certain Second Amended and Restated Credit Agreement, dated as of November
            , 2002 (as amended, supplemented, and/or restated from time to time, the "Credit Agreement"), among the USP Domestic
Holdings, Inc., a Delaware corporation (the "US Borrower"), USPE Holdings Limited, a company incorporated in England and Wales (the
"UK Borrower"), the various financial institutions and other Persons from time to time parties thereto (including the Lender), and SunTrust Bank, as
Administrative Agent for the Lenders (the "Administrative Agent"). Terms used in this Note, unless otherwise defined herein, have the meanings provided
in the Credit Agreement.

The
[US][UK] Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date
hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement.

Payments
of both principal and interest are to be made in Dollars in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit
Agreement.

This
Note is one of the Revolving Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the security for
this Note and for a statement of the terms and conditions on which the US Borrower is permitted and required to make prepayments and repayments of principal of the Indebtedness evidenced by this Note
and on which such Indebtedness may be declared to be immediately due and payable.

All
parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

| |  | [USP DOMESTIC HOLDINGS, INC.]
[USPE HOLDINGS LIMITED]
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  |                                                      
| |  | Title:                                               
| |  |                                                      

---

EXHIBIT A1

SWINGLINE NOTE

|$10,000,000.00 |  |  |  |  | , | 20 | 
|-------------- |  |  |  |  | - | -- | 
|               |  |  |  |  |   |    | 

FOR
VALUE RECEIVED, the [US BORROWER] [UK BORROWER] promises to pay to the order of SUNTRUST BANK (the "Swingline
Lender") on the Stated Maturity Date the principal sum of up to TEN MILLION and no/100 ($10,000,000.00) or, if less, the aggregate unpaid principal amount of all Loans shown on
the schedule attached hereto (and any continuation thereof) made (or continued) by the Lenders pursuant to that certain Second Amended and Restated Credit Agreement, dated as of November
            , 2002 (as amended, supplemented, and/or restated from time to time, the "Credit Agreement"), among the USP Domestic
Holdings, Inc., a Delaware corporation (the "US Borrower"), USPE Holdings Limited, a company incorporated in England and Wales (the
"UK Borrower"; and the US Borrower and the UK Borrower individually a "Borrower"), the various financial
institutions and other Persons from time to time parties thereto (including the Swingline Lender), and SunTrust Bank, as Administrative Agent for the Lenders (the
"Administrative Agent"). Terms used in this Note, unless otherwise defined herein, have the meanings provided in the Credit Agreement.

Any
Swingline Loans made by Lender to the other Borrower (a "Other Borrower Swingline Loan") under, and in accordance with the terms of,
the Credit Agreement shall reduce the available principal balance hereunder for such time period as such Other Borrower Swingline Loan(s) is/are outstanding in an amount equal to the principal balance
outstanding from time to time of such Other Borrower Swingline Loan(s).

The
[US] [UK] Borrower also promises to pay interest on the unpaid principal amount hereof from time to time outstanding from the date
hereof until maturity (whether by acceleration or otherwise) and, after maturity, until paid, at the rates per annum and on the dates specified in the Credit Agreement.

Payments
of both principal and interest are to be made in Dollars in same day or immediately available funds to the account designated by the Administrative Agent pursuant to the Credit
Agreement.

This
Swingline Note is one of the Swingline Notes referred to in, and evidences Indebtedness incurred under, the Credit Agreement, to which reference is made for a description of the
security for this Swingline Note and for a statement of the terms and conditions on which the [US] [UK] Borrower is permitted and required to make
prepayments and repayments of principal of the Indebtedness evidenced by this Swingline Note and on which such Indebtedness may be declared to be immediately due and payable.

All
parties hereto, whether as makers, endorsers, or otherwise, severally waive presentment for payment, demand, protest and notice of dishonor.

THIS NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

| |  | [USP DOMESTIC HOLDINGS, INC.]
[USPE HOLDINGS LIMITED]
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  |                                                      
| |  | Title:                                               
| |  |                                                      

---

EXHIBIT B

BORROWING REQUEST

SunTrust
Bank, as the
  Administrative Agent on behalf of the Lenders
201 Fourth Avenue North
Nashville, Tennessee 37219
Attention: Mark Mattson

USP
DOMESTIC HOLDINGS, INC.
USPE HOLDINGS LIMITED

Ladies
and Gentlemen:

This
Borrowing Request is delivered to you pursuant to Section 2.3.1 of the Second Amended and Restated Credit Agreement, dated as of November    , 2002 (as amended,
supplemented and/or restated from time to time, the "Credit Agreement"), among USP Domestic Holdings, Inc., a Delaware corporation (the
"US Borrower"), USPE Holdings Limited, a company organized under the laws of England (the "UK Borrower",
together with the US Borrower, collectively, the "Borrowers" and, each individually, a "Borrower"), the
Lenders, SunTrust Bank, as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, and Credit Suisse First Boston, as Documentation Agent. Terms used herein, unless otherwise
defined herein, have the meanings provided in the Credit Agreement.

The
undersigned Borrower hereby requests that a Loan be made in the aggregate principal amount of
$                        on                 
           ,            as a
[Base Rate Loan] [LIBO Rate Loan having an Interest Period of            months].

The
undersigned Borrower hereby acknowledges that, pursuant to Section 6.2.2 of the Credit Agreement, each of the delivery of this Borrowing Request and the acceptance by the
undersigned Borrower of the proceeds of the Loans requested hereby constitutes a representation and warranty by the undersigned Borrower that, on the date of the making of such Loans, and both before
and after giving effect thereto and to the application of the proceeds therefrom, all statements set forth in Section 6.2.1 of the Credit Agreement are true and correct in all material respects
(unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

The
undersigned Borrower agrees that if prior to the time of the Borrowing requested hereby any matter certified to herein by it will not be true and correct in all material respects at
such time as if then made, it will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of the Borrowing requested hereby the Administrative Agent shall
receive written notice to the contrary from either Borrower, each matter certified to herein shall be deemed once again to be certified as true and correct in all material respects at the date of such
Borrowing as if then made.

---

Please
wire transfer the proceeds of the Borrowing to the accounts of the following persons at the financial institutions indicated respectively:

|                         |  |                   | Person to be Paid |  |  | 
|------------------------ |  | ----------------- | ----------------- |  |  | 
|
|$                        |  |                   |                   |  |  | 
|                         |  |                   |                   |  |  | 
|                         |  |                   |                   |  |  | 
|                         |  |                   |                   |  |  | 
|$                        |  |                   |                   |  |  | 
|                         |  |                   |                   |  |  | 
|                         |  |                   |                   |  |  | 
|                         |  |                   |                   |  |  | 
|$                        |  |                   |                   |  |  | 
|                         |  |                   |                   |  |  | 
|                         |  |                   |                   |  |  | 
|                         |  |                   |                   |  |  | 
|Balance of such proceeds |  | [US] [UK]Borrower |                   |  |  | 
|                         |  |                   |                   |  |  | 

IN
WITNESS WHEREOF, the undersigned Borrower has caused this Borrowing Request to be executed and delivered, and the certifications and warranties contained herein to be made, by its
duly Authorized Officer this            day of                        ,
                        .

| |  | [USP DOMESTIC HOLDINGS, INC.]
[USPE HOLDINGS LIMITED]
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  |                                                      
| |  | Title:                                               
| |  |                                                      

2

---

EXHIBIT B1

NOTICE OF SWINGLINE BORROWING  [Date]

SunTrust
Bank, as the
  Administrative Agent on behalf of the Lenders
201 Fourth Avenue North
Nashville, Tennessee 37219
Attention: Mark Mattson

Ladies
and Gentlemen:

This
Notice of Swingline Borrowing is delivered to you pursuant to Section 2.3.2 of the Second Amended and Restated Credit Agreement, dated as of November    , 2002 (as
amended, supplemented and/or restated from time to time, the "Credit Agreement"), among USP Domestic Holdings, Inc., a Delaware corporation (the
"US Borrower"), USPE Holdings Limited, a company organized under the laws of England (the "UK Borrower",
together with the US Borrower, collectively, the "Borrowers" and, each individually, a "Borrower"), the
Lenders, SunTrust Bank, as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, and Credit Suisse First Boston, as Documentation Agent. Terms used herein, unless otherwise
defined herein, have the meanings provided in the Credit Agreement.

The
undersigned Borrower hereby requests that a Swingline Loan be made in the aggregate principal amount of
$                        on                 
           ,            at such
rate of interest as may be agreed to by and between Borrowers and Swingline Lender, for such Interest Period as may be agreed to between Borrowers and Swingline Lender.

The
undersigned Borrower hereby acknowledges that, pursuant to Section 6.2.2 of the Credit Agreement, each of the delivery of this Notice of Swingline Borrowing and the acceptance
by the undersigned Borrower of the proceeds of the Swingline Loan requested hereby constitutes a representation and warranty by the undersigned Borrower that, on the date of the making of such
Swingline Loan, and both before and after giving effect thereto and to the application of the proceeds therefrom, all statements set forth in Section 6.2.1 of the Credit Agreement are true and
correct in all material respects (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such
earlier date).

IN
WITNESS WHEREOF, the undersigned Borrower has caused this Notice of Swingline Borrowing to be executed and delivered, and the certifications and warranties contained herein to be
made, by its duly Authorized Officer this            day
of                        ,
                        .

| |  | Very truly yours,                                    
| |  | -----------------------------------------------------
| |  | [USP DOMESTIC HOLDINGS, INC.]
[USPE HOLDINGS LIMITED]
| |  | By:                                                  
| |  |                                                      
| |  | Title:                                               
| |  |                                                      

---

EXHIBIT C

ISSUANCE REQUEST

SunTrust
Bank, as the
  Administrative Agent on behalf of the Lenders
201 Fourth Avenue North
Nashville, Tennessee 37219
Attention: Mark Mattson

USP
DOMESTIC HOLDINGS, INC.
USPE HOLDINGS LIMITED

Ladies
and Gentlemen:

This
Issuance Request is delivered to you pursuant to Section 2.6 of the Second Amended and Restated Credit Agreement, dated as of November    , 2002 (as amended,
supplemented and/or restated from time to time, the "Credit Agreement"), among USP Domestic Holdings, Inc., a Delaware corporation (the
"US Borrower"), USPE Holdings Limited, a company organized under the laws of England (the "UK Borrower",
together with the US Borrower, collectively, the "Borrowers" and, each individually, a "Borrower"), the
Lenders, SunTrust Bank, as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, and Credit Suisse First Boston, as Documentation Agent. Terms used herein, unless otherwise
defined herein, have the meanings provided in the Credit Agreement.

The
undersigned Borrower hereby requests that
on                                    ,
            (the "Date of Issuance") SUNTRUST BANK
(the "Issuer")[issue a Letter of Credit in the initial Stated Amount of
$                        
with a Stated Expiry Date (as
defined therein) of                                    ,] [extend the Stated Expiry Date (as defined under Letter of
Credit No.    , issued
on                                    ,
            , in the initial Stated Amount of $            ) to a revised Stated Expiry Date (as defined therein) of
                                    ,].

The
beneficiary of the requested Letter of Credit will be and such Letter of Credit will be in support of                        .

The
undersigned Borrower hereby acknowledges that, pursuant to Section 6.2.2 of the Credit Agreement, each of the delivery of this Issuance Request and the acceptance by the
undersigned Borrower of the[issuance]
[extension]of the Letter of Credit requested hereby constitutes a representation and warranty by the
undersigned Borrower that, on the date of such[issuance]
[extension], and both before and after giving effect thereto and to the application of the proceeds or
benefits of the Letter of Credit[issued]
[extended]in accordance herewith, all statements set forth in Section 6.2.1 of the Credit
Agreement are true and correct in all material respects (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material
respects as of such earlier date).

The
undersigned Borrower agrees that if prior to the time of the[issuance]
[extension]of the Letter of Credit requested hereby any matter certified to herein by it will not be
true and correct in all material respects at such time as if then made, it will immediately so notify the Administrative Agent. Except to the extent, if any, that prior to the time of the [issuance]
[extension]of the Letter of Credit requested hereby the Administrative Agent shall receive written
notice to the contrary from either Borrower, each matter certified to herein shall be deemed once again to be certified as true and correct in all material respects at the date of such [issuance]
[extension]as if then made.

---

IN
WITNESS WHEREOF, the undersigned Borrower has caused this Issuance Request to be executed and delivered, and the certifications and warranties contained herein to be made, by its duly
Authorized Officer this            day of                        ,
            .

| |  | [USP DOMESTIC HOLDINGS, INC.]
[USPE HOLDINGS LIMITED]
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  |                                                      
| |  | Title:                                               
| |  |                                                      

2

---

EXHIBIT D

CONTINUATION/CONVERSION NOTICE

SunTrust
Bank, as the
  Administrative Agent on behalf of the Lenders
201 Fourth Avenue North
Nashville, Tennessee 37219
Attention: Mark Mattson

USP DOMESTIC HOLDINGS, INC.  USPE HOLDINGS LIMITED

Ladies
and Gentlemen:

This
Continuation/Conversion Notice is delivered to you pursuant to Section 2.4 of the Second Amended and Restated Credit Agreement, dated as of November    , 2002 (as
amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement"), among USP Domestic Holdings, Inc.,
a Delaware corporation (the "US Borrower"), USPE Holdings Limited, a company organized under the laws of England (the "UK
Borrower", together with the US Borrower, collectively, the "Borrowers" and, each individually, a
"Borrower"), the Lenders, SunTrust Bank, as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, and Credit Suisse First
Boston, as Documentation Agent. Terms used herein, unless otherwise defined herein, have the meanings provided in the Credit Agreement.

The
undersigned Borrower hereby requests that
on                                    ,
            ,

(1)  $            of
the presently outstanding principal amount of the Loans originally made
on                                    ,
            , presently being
maintained as[Base Rate Loans] [LIBO Rate
Loans],

(2)  be[converted into] [continued
as],

(3)  [LIBO
Rate Loans having an Interest Period of            months] [Base Rate
Loans].

The
undersigned Borrower hereby:

(a)  certifies
and warrants that no Default has occurred and is continuing; and

(b)  agrees
that if prior to the time of the[continuation]
[conversion]requested hereby any matter certified to herein by it will not be true and correct at such
time as if then made, it will immediately so notify the Administrative Agent.

Except
to the extent, if any, that prior to the time of the[continuation]
[conversion]requested hereby the Administrative Agent shall receive written notice to the contrary from
either Borrower, each matter certified to herein shall be deemed once again to be certified as true and correct in all material respects at the date of such [continuation]
[conversion]as if then made.

IN
WITNESS WHEREOF, the undersigned Borrower has caused this Continuation/Conversion Notice to be executed and delivered, and the certifications and warranties contained herein to be
made, by its duly Authorized Officer this            day
of                        ,            .

| |  | [USP DOMESTIC HOLDINGS, INC.]
[USPE HOLDINGS LIMITED]
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  |                                                      
| |  | Title:                                               
| |  |                                                      

---

EXHIBIT E

COMPLIANCE CERTIFICATE    USP DOMESTIC HOLDINGS, INC.  USPE HOLDINGS LIMITED

This
Compliance Certificate is delivered pursuant to clause (d) of Section 8.1.1 of the Second Amended and Restated Credit Agreement, dated as of November    ,
2002 (as amended, supplemented, amended and restated or otherwise modified from time to time, the "Credit Agreement"), among USP Domestic
Holdings, Inc., a Delaware corporation (the "US Borrower"), USPE Holdings Limited, a company organized under the laws of England and Wales (the
"UK Borrower", together with the US Borrower, collectively, the "Borrowers" and, each individually, a
"Borrower"), the Lenders, SunTrust Bank, as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, and Credit Suisse First
Boston, as Documentation Agent. Terms used herein, unless otherwise defined herein, have the meanings provided in the Credit Agreement.

The
[US] [UK] Borrower hereby certifies, represents and warrants in respect of the period (the "Computation
Period") of four Fiscal Quarters ending
on                                    ,
            (such latter date being the "Computation
Date"):



The
[US] [UK] Borrower hereby further certifies, represents and warrants that the aggregate of Assigned Portions transferred pursuant to
Lenders Assignment Agreements from the Closing Date until the date first above written, is $                        .

---

IN
WITNESS WHEREOF, the [US] [UK] Borrower has caused this Compliance Certificate to be executed and delivered, and the certification and
warranties contained herein to be made, by its officer thereunto duly authorized as of the date first above written.

| |  | [USP DOMESTIC HOLDINGS, INC.]
[USPE HOLDINGS LIMITED]
| |  | -----------------------------------------------------
| |  | By:                                                  
| |  |                                                      
| |  | Title:                                               
| |  |                                                      

2

---

Attachment 1
(to    /    /    Compliance
Certificate)

TOTAL FUNDED DEBT TO EBITDA RATIOon                                   (the "Computation
Date")

|A. |  | Total Funded Debt: the outstanding principal amount of the following types of Indebtedness of the Borrower and its Consolidated Entities (in each case exclusive of intercompany Indebtedness between the Borrower and its
Consolidated Entities): |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|   |  | (1)                                                                                                                                                                                                                                                |  | All obligations for borrowed money or advances and all obligations evidenced by bonds, debentures, notes or other similar instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|   |  | (2)                                                                                                                                                                                                                                                |  | All obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, bank guarantees, banker's acceptances, and similar instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|   |  | (3)                                                                                                                                                                                                                                                |  | All obligations under any conditional sale or other title retention agreements relating to property acquired by Borrower                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 
|   |  | (4)                                                                                                                                                                                                                                                |  | All Capitalized Lease Liabilities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
|   |  | (5)                                                                                                                                                                                                                                                |  | Net Hedging Obligations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|   |  | (6)                                                                                                                                                                                                                                                |  | All obligations to pay the deferred purchase price of property or services after receipt or performance thereof (excluding trade accounts payable in the ordinary course of business which are not overdue for a period of more than 90 days or, if
overdue for more than 90 days, as to which a good faith dispute exists and adequate reserves in conformity with GAAP have been established), and indebtedness secured by (or for which the holder of such indebtedness has an existing right, contingent
or otherwise, to be secured by) a Lien on property owned or being acquired (including indebtedness arising under conditional sales or other title retention agreements, but excluding earn-outs or other contingent purchase price adjustments in
connection with acquisitions to the extent not yet determined), whether or not such indebtedness shall have been assumed or is limited in recourse | 
|   |  | (7)                                                                                                                                                                                                                                                |  | Off-balance sheet liabilities retained in connection with asset securitization programs, Synthetic Leases, sale and leaseback transactions or other similar obligations arising with respect to any other transaction which is the functional equivalent
of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|   |  | (8)                                                                                                                                                                                                                                                |  | All obligations, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any Equity Interest;providedthat if such obligation to purchase, redeem or otherwise acquire an
Equity Interest is contingent upon a change in law, or change in the interpretation or application thereof, such obligation will not be deemed "Total Funded Debt" for purposes of this definition until such change in the applicable law, or the change
in the application or interpretation thereof, becomes effective                                                                                                                                                                                                                                                                                                                                                                                    | 
|   |  | (9)                                                                                                                                                                                                                                                |  | Contingent Liabilities in respect of any of the foregoing                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|   |  |                                                                                                                                                                                                                                                    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 

---

|   |  | (10)                                                                 |  | The sum ofItems A(1)throughA(9)                                                                                                                                                                                                                                            |     | $                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|-- |  | -------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|B. |  | EBITDA: the sum, for the Borrower and its Consolidated Entities, of: |  |                                                                                                                                                                                                                                                                            |    
|   |  | (1)                                                                  |  | Net Income (the aggregate of all amounts, exclusive of all amounts in respect of any extraordinary gains but including extraordinary losses, which would be included as net income on the consolidated financial statements of the Borrower and its
Consolidated Entities) |     | $                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|   |  | (2)                                                                  |  | To the extent deducted in determining Net Income, the sum of the following:                                                                                                                                                                                                |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|   |  |                                                                      |  | (a)                                                                                                                                                                                                                                                                        |     | Amounts attributable to amortization                                                                                                                                                                                                                                                                                                                                                                                                                           | 
|   |  |                                                                      |  | (b)                                                                                                                                                                                                                                                                        |     | Income tax expense                                                                                                                                                                                                                                                                                                                                                                                                                                             | 
|   |  |                                                                      |  | (c)                                                                                                                                                                                                                                                                        |     | Interest Expense (the sum of (a) total interest expense (both accrued and paid), including without limitation the interest component of any payments in respect of Capitalized Lease Liabilities or expensed during such period (whether or not actually
paid during such period)plus(b) the net amount payable (orminusthe net amount receivable) under Hedging Obligations during such period (whether or not
actually paid or received during such period)) | 
|   |  |                                                                      |  | (d)                                                                                                                                                                                                                                                                        |     | Depreciation of assets                                                                                                                                                                                                                                                                                                                                                                                                                                         | 
|   |  | (3)                                                                  |  | The sum ofItems B (2)(a)throughB(2)(d)                                                                                                                                                                                                                                     |     | $                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|   |  | (4)                                                                  |  | Adjustments to EBITDA giving pro forma effect to                                                                                                                                                                                                                           |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 
|   |  |                                                                      |  | (a)                                                                                                                                                                                                                                                                        |     | Permitted Acquisitions made during such period (such adjustment to be reasonably satisfactory to the Administrative Agent) as if such Permitted Acquisitions had been made at the beginning of such period, plus                                                                                                                                                                                                                                               | 
|   |  |                                                                      |  | (b)                                                                                                                                                                                                                                                                        |     | Permitted Dispositions during such period (such adjustment to be reasonably satisfactory to the Administrative Agent) as if such Permitted Dispositions had been made at the beginning of such period                                                                                                                                                                                                                                                          | 
|   |  | (5)                                                                  |  | EBITDA: the sum of ItemsB(1), B(3), B(4)(a)andB(4)(b)                                                                                                                                                                                                                      |     | $                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|C. |  | TOTAL FUNDED DEBT TO EBITDA RATIO: the ratio of ItemA(10)toItem B(5) |  |                                                                                                                                                                                                                                                                            | : 1

2

---

Attachment 2
(to    /    /    Compliance
Certificate)

SENIOR FUNDED DEBT TO EBITDA RATIOon                                   (the "Computation
Date")

|A. |  | Senior Funded Debt:                                               |  |                                                 |    
|-- |  | ----------------------------------------------------------------- |  | ----------------------------------------------- | ---
|   |  | (1)                                                               |  | Total Funded Debt (see ItemA(10)ofAttachment 1) |    
|   |  | (2)                                                               |  | Subordinated Debt                               |    
|   |  | (3)                                                               |  | ItemA(1)lessItem A 2                            |    
|B. |  | EBITDA (see ItemB(5)ofAttachment 1)                               |  | $                                               |    
|C. |  | SENIOR FUNDED DEBT TO EBITDA RATIO: the ratio ofItem A(3)toItem B |  |                                                 | : 1

---

Attachment 3
(to    /    /    Compliance
Certificate)

FIXED CHARGE COVERAGE RATIOon                                   (the "Computation
Date")

|A. |  | EBITDA (see ItemB(5)ofAttachment 1)*                                                                                |  | $                                                                                     |    
|-- |  | ------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------- | ---
|B. |  | Amounts attributable to Minority Interests to the extent deducted in determining Net Income                         |  | $                                                                                     |    
|C. |  | Maintenance Capital Expenditures (any Capital Expenditures made with respect to the maintenance of existing assets) |  | $                                                                                     |    
|D. |  | The sum of Item A and Item B less Item C                                                                            |  | $                                                                                     |    
|E. |  | Fixed Charges:                                                                                                      |  |                                                                                       |    
|   |  | (1)                                                                                                                 |  | Interest Expense (seeItem B(2)(c)ofAttachment 1)                                      |    
|   |  | (2)                                                                                                                 |  | All scheduled principal repayments of Indebtedness made during the Computation Period |    
|   |  | (3)                                                                                                                 |  | All income Taxes actually paid in cash                                                |    
|   |  | (4)                                                                                                                 |  | The sum ofItems E(1)throughE(3)                                                       |    
|F. |  | FIXED CHARGE COVERAGE RATIO: the ratio ofItem DtoItem E(4)                                                          |  |                                                                                       | : 1

---

---

Attachment 4
(to    /    /    Compliance
Certificate)

INTEREST COVERAGE RATIOon                                   (the "Computation
Date")

|A. |  | EBIT: the sum, for the Borrower and its Consolidated Entities, of:* |  |                                                                                                                                                                                                                                                                            |   
|-- |  | ------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|   |  | (1)                                                                 |  | Net Income (the aggregate of all amounts, exclusive of all amounts in respect of any extraordinary gains but including extraordinary losses, which would be included as net income on the consolidated financial statements of
the Borrower and its Consolidated Entities) |   
|   |  | (2)                                                                 |  | To the extent deducted in determining Net Income, the sum of the following:                                                                                                                                                                                                |   
|   |  |                                                                     |  | (a)                                                                                                                                                                                                                                                                        |   
|   |  |                                                                     |  | (b)                                                                                                                                                                                                                                                                        |   
|   |  |                                                                     |  | (c)                                                                                                                                                                                                                                                                        |   
|   |  | (3)                                                                 |  | The sum of ItemsA(2)(a)andA(2)(b)                                                                                                                                                                                                                                          |   
|   |  | (4)                                                                 |  | EBIT: the sum ofItems A(1)andA(3)                                                                                                                                                                                                                                          |   
|B. |  | Interest Expense (seeItem B(2)(c)ofAttachment 1)                    |  | $                                                                                                                                                                                                                                                                          |   
|C. |  | INTEREST COVERAGE RATIO: the ratio ofItem AtoItem B                 |  |                                                                                                                                                                                                                                                                            | :1

---

---

Attachment 5
(to    /    /    Compliance
Certificate)

PARENT TOTAL DEBT TO PARENT TOTAL CAPITALIZATION RATIOon                                   (the "Computation
Date")

|A. |  | Parent Total Debt: the outstanding principal amount of the following types of Indebtedness of the Parent and its Subsidiaries: |  |                                                                                                                                                                                                                                                                                                                                                                         |   
|-- |  | ------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|   |  | (1)                                                                                                                            |  | All obligations for borrowed money or advances and all obligations evidenced by bonds, debentures, notes or other similar instruments                                                                                                                                                                                                                                   |   
|   |  | (2)                                                                                                                            |  | All obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker's acceptances                                                                                                                                                                                                                          |   
|   |  | (3)                                                                                                                            |  | All Capitalized Lease Liabilities                                                                                                                                                                                                                                                                                                                                       |   
|   |  | (4)                                                                                                                            |  | Off-balance sheet liabilities retained in connection with asset securitization programs, Synthetic Leases, sale and leaseback transactions or other similar obligations arising with respect to any other transaction which is the functional equivalent
of or takes the place of borrowing but which does not constitute a liability on the consolidated balance sheet |   
|   |  | (5)                                                                                                                            |  | Contingent Liabilities in respect of any of the foregoing                                                                                                                                                                                                                                                                                                               |   
|B. |  | The sum of Items A(l) through A(5)                                                                                             |  | $                                                                                                                                                                                                                                                                                                                                                                       |   
|C. |  | Parent Total Capitalization:                                                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                         |   
|   |  | (1)                                                                                                                            |  | All amounts (without duplication) which, in accordance with GAAP, would be included in Parent's stockholders' equity (excluding unrealized gains or losses recorded pursuant to FAS 115) as required to be reported in Parent's then most recent
consolidated balance sheet                                                                                             |   
|   |  | (2)                                                                                                                            |  | Parent Total Debt (seeItem B)                                                                                                                                                                                                                                                                                                                                           |   
|D. |  | The sum ofItems C(1)andC(2)                                                                                                    |  | $                                                                                                                                                                                                                                                                                                                                                                       |   
|E. |  | PARENT TOTAL DEBT TO PARENT TOTAL CAPITALIZATION RATIO: the ratio ofItem BtoItem D                                             |  |                                                                                                                                                                                                                                                                                                                                                                         | :1

---

Attachment 6
(to    /    /    Compliance
Certificate)

OTHER INDEBTEDNESS TO EBITDA RATIOon                                   (the "Computation
Date")

|A. |  | EBITDA (see ItemB(5)ofAttachment 1)                                                          |  | $ |   
|-- |  | -------------------------------------------------------------------------------------------- |  | - | --
|B. |  | Amounts attributable to Minority Interests to the extent deducted in determining Net Income  |  | $ |   
|C. |  | The sum ofItems A and B                                                                      |  | $ |   
|D. |  | Total Funded Debt (see ItemA(10)ofAttachment 1)                                              |  | $ |   
|E. |  | Subordinated Debt (see ItemA(2)ofAttachment 2)                                               |  | $ |   
|F  |  | Item DlessItem E                                                                             |  | $ |   
|G  |  | The sum ofItem Fand all amounts outstanding under all Revolving Notes and the Swingline Note |  | $ |   
|H  |  | OTHER INDEBTEDNESS RATIO: the ratio ofItem GtoItem C                                         |  |   | :1

---

EXHIBIT F

LENDER ASSIGNMENT AGREEMENT

| |  |  | , | 
| |  |  | - | 
| |  |  |   | 

USP
Domestic Holdings, Inc.
USPE Holdings Limited
17103 Preston Road
Suite 200 North Dallas,
TX 75248
Attention: Donald E. Steen, CEO

SunTrust
Bank, as the
  Administrative Agent on behalf of the Lenders
201 Fourth Avenue North
Nashville, Tennessee 37219
Attention: Mark Mattson

USP
DOMESTIC HOLDINGS, INC.
USPE HOLDINGS LIMITED

Ladies
and Gentlemen:

We
refer to clause (b) of Section 12.10 of the Second Amended and Restated Credit Agreement, dated as of November    , 2002 (as amended, supplemented, amended
and restated or otherwise modified from time to time, the "Credit Agreement"), among USP Domestic Holdings, Inc., a Delaware corporation (the
"US Borrower"), USPE Holdings Limited, a company organized under the laws of England and Wales (the "UK
Borrower", and together with the US Borrower, collectively, the "Borrowers" and, each individually, a
"Borrower"), the Lenders, SunTrust Bank, as Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, and Credit Suisse First
Boston, as Documentation Agent. Terms used herein, unless otherwise defined herein, have the meanings provided in the Credit Agreement.

As
of                                    ,
            (the "Assignment Date"),
                        (the
"Assignor") irrevocably sells, transfers, conveys and assigns, without recourse, representation or warranty (except as expressly set forth herein), to
                        (the "Assignee"), and the Assignee irrevocably purchases
from the Assignor that portion of the Loans and Commitments of the Assignor as
set forth onSchedule Ihereto (the "Assigned Portion") with, if applicable, conveyances of the
Loans to include the Assignor'spro rataportion of any Letter of Credit Outstandings as of the Assignment Date under the Credit Agreement, so that,
after giving effect to the foregoing assignment and delegation, the Assignor's and the Assignee's Percentages for the purposes of each Loan Document will be as set forth on Schedule Ihereto.

In
addition, this agreement constitutes notice to each of you, pursuant to clause (b) of Section 12.10 of the Credit Agreement, of the assignment and delegation to the
Assignee of the Assigned Portion of the Credit Extensions and Commitments of the Assignor outstanding under the Credit Agreement as of the Assignment Date.

Any
accrued and unpaid interest, fees and other payments related to the Assigned Portion applicable to the period prior to the Assignment Date shall be for the account of the Assignor.
Any accrued and unpaid interest, fees and other payments related to the Assigned Portion applicable to the period from and after the Assignment Date shall be for the account of the Assignee. Each of
the Assignor and the Assignee severally agrees that it will hold for the other party any interest, fees and other payments which it may receive to which the other party is entitled pursuant to any
agreement between the parties and pay to the other party any such amounts which it may receive promptly upon receipt thereof. In furtherance of the foregoing, the Administrative Agent will, and is
hereby authorized to, pay over to the Assignee and the Assignor such amounts to which each is entitled.

---

The
Assignee hereby acknowledges and confirms that it has received a copy of the Credit Agreement and the exhibits related thereto, together with (to the extent requested by the Assignee
in writing) copies of the documents which were required to be delivered under the Credit Agreement as a condition to the making of the Credit Extensions thereunder. The Assignee further confirms and
agrees that in becoming a Lender and in making its Commitments and Credit Extensions under the Credit Agreement, such actions have and will be made without recourse to, or representation or warranty
by, the Administrative Agent.

The
Assignor represents and warrants that it is legally authorized to enter into and deliver this agreement and represents that it is the legal and beneficial owner of the Assigned
Portion and that such Assigned Portion is free and clear of any adverse claim. Except as set forth in the previous sentence, the Assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made pursuant to or in connection with this agreement, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto, including the financial condition of the Borrowers or any of
their Subsidiaries or the performance or observance by any Lender of any of its obligations under any Loan Document or any other instrument or document furnished pursuant hereto or thereto. The
Assignee represents and warrants that it is legally authorized to enter into and deliver this agreement and confirms that it has received copies of the most recent financial statements delivered
pursuant to the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this agreement. In addition, the
Assignee independently and without reliance upon the Assignor, the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, shall
continue to make its own credit decisions in taking or not taking action under the Loan Documents and the other instruments and documents delivered in connection therewith.

Except
as otherwise provided in the Credit Agreement, effective as of the Assignment Date,



The
Assignor and the Assignee hereby acknowledge and agree that a deed of assignment, amendments or other instruments or documents evidencing the transfer of the Assigned Portion as it
relates to the Foreign Subsidiary Mortgages and the Foreign Subsidiary Pledge and Security Agreements may need to be executed before a Spanish notary public and filed and recorded in accordance with
Spanish laws and regulations and in connection therewith, each Assignor and Assignee hereby deliver to Administrative Agent a completed and duly executed Power of Attorney and apostille in the form of Exhibit Aattached hereto (the "Power of Attorney") giving Administrative Agent, its successors
and assigns, the authority and power to execute, or have executed, on behalf of Assignor and Assignee the necessary documentation to evidence such transfer. Additionally, in the event the aggregate
amount of assignments previously made pursuant toclause (b)ofSection 12.10of the
Credit Agreement have reached the Maximum Assignments, Assignor hereby delivers to Administrative Agent a completed and duly executed Escrow Agreement in the form of Exhibit Battached hereto along
with

2

---

an amount equal to the Escrow Funds (as such amount is determined by Administrative Agent and reflected in the Escrow Agreement) to be held in accordance therewith.

[The
Assignor and the Assignee hereby agree that the [Assignor] [Assignee] will pay to the Administrative Agent the processing
fee, if applicable, referred to in Section 12.10 of the Credit Agreement.]

The
Assignee hereby advises each of you that the Assignee's administrative details with respect to the Assigned Portion are on file with the Administrative Agent, and requests the
Administrative Agent to acknowledge receipt of this document.

The
Assignee agrees (for the benefit of the Assignor, the Borrowers and the Administrative Agent) to furnish, if required by Section 4.6 of the Credit Agreement, the applicable
Internal Revenue Service forms or other forms required thereunder no later than the date of acceptance hereof by the Administrative Agent. In addition, the Assignee represents and warrants (for the
benefit of the Assignor, the Borrowers and the Administrative Agent) that, under applicable law and treaties in effect as of the date hereof, no United States federal taxes will be required to be
withheld by the Administrative Agent or the Borrowers with respect to any payments to be made to the Assignee in respect of the Credit Agreement.

Notwithstanding
any other provisions hereof, to the extent the consents of or notice to the Borrowers, the Administrative Agent and/or the Issuer are required under Section 12.10
of the Credit Agreement, the assignment and delegation contemplated in this agreement shall not be effective unless such consents or notices shall have been obtained and in any event no such
assignment and delegation shall be effective unless and until such assignment has been recorded in the Register by the Administrative Agent.

This
agreement may be executed by the Assignor and Assignee (and, if applicable, accepted and agreed to by the Administrative Agent, the Issuer and the Borrowers) in separate
counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

THIS AGREEMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

[SIGNATURE
PAGES TO FOLLOW]

3

---

IN
WITNESS WHEREOF, the parties have caused this Lender Assignment Agreement to be duly executed and delivered as of the date first above written.

| |  | [NAME OF ASSIGNOR]
| |  | ------------------
| |  | By:               
| |  |                   
| |  | Title:            
| |  |                   
| |  | [NAME OF ASSIGNEE]
| |  | By:               
| |  |                   
| |  | Title:            
| |  |                   

|Accepted and Acknowledged
this            day of                        , |  | 
|------------------------------------------------------------------------- |  | 
|USP DOMESTIC HOLDINGS, INC.                                               |  | 
|By:                                                                       |  | 
|                                                                          |  | 
|Title:                                                                    |  | 
|                                                                          |  | 
|USPE HOLDINGS LIMITED                                                     |  | 
|By:                                                                       |  | 
|                                                                          |  | 
|Title:                                                                    |  | 
|                                                                          |  | 
|SUNTRUST BANK,
  as Administrative Agent [and as Issuer]                  |  | 
|By:                                                                       |  | 
|                                                                          |  | 
|Title:                                                                    |  | 
|                                                                          |  | 

4

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SCHEDULE I

|                          |  | ASSIGNOR'S
ORIGINAL
PERCENTAGE |  | ADJUSTED
ASSIGNOR
PERCENTAGE |  | ADJUSTED
ASSIGNEE
PERCENTAGE
|------------------------- |  | ------------------------------ |  | ---------------------------- |  | ----------------------------
|REVOLVING LOAN COMMITMENT |  |                                |  |                              |  |                             
|LOANS OUTSTANDING         |  |                                |  |                              |  |                             

---

EXHIBIT A

FORM OF POWER OF ATTORNEY
                                         
       and apostille

PROFORMA OF POWER OF ATTORNEY TO BE GRANTED IN FAVOUR OF THE AGENT

|INSTRUCCIONES PARA LA FIRMA
                        DEL PODER |  | INSTRUCTIONS FOR SIGNING
                        POWER OF ATTORNEY                                                                                                                                                                                                                                                                                                                  
|------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.                                                            |  | Por favor rellenen todos aquellos espacios entre corchetes.                                                                                                                                                                                                                                                                                                                         
|2.                                                            |  | El poder preparado de acuerdo con el modelo que se adjunta deberá ser elevado a público ante Notario. Nótese que la declaración notarial debe mencionar que (i) las personas que firman el poder
tienen autoridad para conceder el poder y (ii) que la sociedad otorgante ha sido debidamente constituida y se encuentra vigente de acuerdo con las leyes que le sean de aplicación.
|3.                                                            |  | El poder, una vez elevado a público ante Notario, deberá ser apostillado de acuerdo con lo dispuesto por la Convención de La Haya de 1961.                                                                                                                                                                                                                                          
|4.                                                            |  | El poder deberá ser otorgado a doble columna, en castellano e inglés (u otro idioma aceptable para el Notario).                                                                                                                                                                                                                                                                     

|APODERAMIENTO                              |  | POWER OF ATTORNEY                                                 
|------------------------------------------ |  | ------------------------------------------------------------------
|En la ciudad de [    ], a [    ] de [    ] |  | In the Town of [    ], on this [    ] day of [    ],              
|                                           |  | de [    ].                                                        
|ANTE MI, el Notario que suscribe,          |  | BEFORE ME, the undersigned Notary,                                
|                                           |  | debidamente autorizado y en ejercicio de mis funciones notariales,

---

|COMPARECE                                        |  | APPEARS                                                                                                                                                                                                                        
|------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|El Sr. [name], mayor de edad, de                 |  | Mr. [name], of legal age of                                                                                                                                                                                                    
|                                                 |  | nacionalidad [nationality], domiciliado en [address] con Pasaporte número
[        ] (en lo sucesivo, el "Otorgante").                                                                                                         
|INTERVIENE                                       |  | HE ACTS                                                                                                                                                                                                                        
|En nombre y representación de [name of           |  | In the name and on behalf of [name of                                                                                                                                                                                          
|                                                 |  | the Seller Bank or Buyer Bank], sociedad de nacionalidad [nationality], con domicilio social en [domicile] y registrada con el número [registry number] (en lo sucesivo, la "Sociedad").                                       
|Interviene el Otorgante en su calidad de [Title] |  | He acts in his capacity as [Title]                                                                                                                                                                                             
|                                                 |  | de la Sociedad, ostentando, por tanto, plenos poderes y autoridad para otorgar y firmar el presente poder de representación (en lo sucesivo, el "Poder de Representación"), tal y como demuestran los documentos que me exhibe.
|Identifico al Otorgante por sus datos            |  | The Grantor exhibits his personal details                                                                                                                                                                                      
|                                                 |  | personales y su firma y yo, el Notario, doy fe de que los mismos coinciden con los datos personales y la firma que aparecen en este documento.                                                                                 

|OTORGA                                  |  | HE GRANTS                                                                                                                          
|--------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|Poder de Representación, tan amplio     |  | A Power of Attorney, as wide as in law                                                                                             
|                                        |  |                                                                                                                                    
|-                                       |  | [    ], sociedad de nacionalidad [    ], con domicilio social en [    ] y registrada con el número
[            ]; (el "Apoderado")
|para que, a través de cualquiera de sus |  | so that any of its legal representatives,                                                                                          
|                                        |  |                                                                                                                                    

2

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|(a) |  | suscribir en documento público español y/o comparecer ante Notario Público español para otorgar y elevar a público, en los términos que el Apoderado estime convenientes, un
contrato de cesión en virtud del cual [adquiera/transmita] determinados derechos dimanantes de la financiación concedida a las sociedades USP Domestic Holdings Inc. y USPE Holdings Limited por un sindicato de entidades financieras en
virtud de un contrato de crédito denominado "Second Amendment and Restated Credit Agreement" de fecha 5 de noviembre de 2002 (el "Contrato de Crédito"). |  | (a) |  | execute in a Spanish public document and/or appear before a Spanish Notary to grant a deed and raise to public status, within the terms that the Attorney deems appropriate, an assignment agreement by virtue of which the
Company [acquires/sells] certain credit rights arising from the financing granted in favour of the entities USP Domestic Holdings Inc. and USPE Holdings Limited by a syndicate of financial entities through the "Second Amendment
and Restated Credit Agreement" dated November 5, 2002 (the "Credit Agreement").
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(b) |  | otorgar, en los términos que parezcan razonables a juicio del Apoderado, cuantos documentos (públicos o privados) fueran necesarios para reflejar la antedicha cesión en cuantas garantías se
hubiesen constituido bajo derecho español en garantía del Contrato de Crédito (incluyendo, sin carácter limitativo, hipotecas sobre bienes inmuebles o muebles, así como derechos de prenda).                                                                                                                                                                                     |  | (b) |  | execute, within the terms that the Attorney deems appropriate, all those documents (public or private) necessary to reflect the above mentioned assignment in those securities governed under Spanish law as security of the
Credit Agreement (including, but not limited to, mortgages over immovable or movable assets or pledges).                                                                                                                                                                                                          
|(c) |  | realizar todos aquellos actos y firmar los documentos que, a juicio del Apoderado, fueran deseables en relación con las facultades anteriores; quedando expresamente autorizado para otorgar cuantos documentos
adicionales de subsanación, ratificación, aclaración, modificación o complementación fueran necesarios, así como a comparecer ante cualesquiera Registros Públicos fuese pertinentes.                                                                                                                                                                           |  | (c) |  | do all other acts and things and to sign any document, whether public or private which the Attorney shall, in his reasonable opinion, consider desirable in connection with the preceding faculties, being the Attorney
expressly authorised to execute any additional document of reparation, ratification, clarification, modification or complementation which might be necessary as well as appear before those Public Registries which might be relevant.                                                                                 
|(d) |  | Delegar todas las facultades otorgadas mediante el presente poder en favor de la persona o personas, físicas o jurídicas, que estime pertinente, otorgando al efecto los documentos oportunos.                                                                                                                                                                                                                                                                                                                                                                                  |  | (d) |  | delegate all the faculties granted by virtue of this power of attorney in favour of the attorney or attorneys, individual or corporation, which the Attorney considers appropriate and grant any document required to such
effect.                                                                                                                                                                                                                                                                                                             

3

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|2.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | La Sociedad indemnizará al Apoderado por cualesquiera costes, reclamaciones o responsabilidades en los que pudiera incurrir como consecuencia de su actuación, distintos de aquellos ocasionados por su
negligencia o conducta malintencionada en el ejercicio de cualesquiera de las facultades conferidas, o que se entendieran conferidas, en virtud del presente Poder de Representación.                                                                                            |  | 2. |  | The Company shall indemnify the Attorney and keep the Attorney indemnified against any and all costs, claims and liabilities which the Attorney may incur as a result of anything done other than by negligence or wilful
misconduct by the Attorney in the exercise of any of the powers conferred, or purported to be conferred, on him by this Power of Attorney.
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | La Sociedad conoce y acepta que la celebración por el Apoderado de los contratos y actos descritos anterior será prueba suficiente del consentimiento otorgado por el Apoderado en relación con
cualesquiera modificaciones que se hubieran realizado en el mismo.                                                                                                                                                                                                                       |  | 3. |  | The Company confirms and acknowledges that execution by the Attorney of the documents or acts described above shall be conclusive evidence of the Attorney's approval of any amendments which may have been made
thereto.                                                                                                                                           
|4.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | La Sociedad ratificará y confirmará todos los documentos, escrituras, actas y demás documentación que el Apoderado ejecute en el ejercicio de las facultades conferidas o que pretenden serle
conferidas, por el presente Poder de Representación.                                                                                                                                                                                                                                       |  | 4. |  | The Company shall ratify and confirm all documents, deeds, acts and things which the Attorney shall execute or do in the exercise of any of the powers conferred, or purported to be conferred, on him by this Power of
Attorney.                                                                                                                                   
|Las facultades aquí otorgadas han de ser interpretadas en su más amplio sentido, con el objeto de permitir la obtención del fin para el que han sido conferidas e incluirán en todo caso la
facultad de autocontratación, aun a favor de terceros. La Sociedad conoce y acepta que los Apoderados puedan suscribir cualesquiera de los documentos mencionados en nombre de otras entidades crediticias actuando, incluso, en calidad de
cesionarias o cedentes. |  | The faculties granted under this document will be interpreted in their broadest sense, in order to allow the obtaining of the purpose for which they have been granted, and will include, in any case the faculty of self
dealing (autocontratación), even in favour of third parties. The Company expressly acknowledge and accepts that any of the Attorney may execute the documents described above on behalf of other
credit entities which may even act as assignees or assignors.
|En prueba de todo lo anterior, el presente Poder de Representación ha sido otorgado por la Sociedad y en la fecha recogida en su encabezamiento.                                                                                                                                                                                                                                                                                                                |  | In WITNESS WHEREOF this Power of Attorney has been executed as a deed by the Company and is intended to be and is hereby delivered on the date first above written.                                                                                                                                                                                                                                                                                                                     
|[                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | ]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | [  |  | ]                                                                                                                                                                                                                                                                                                                                                                   
|[name of authorised signatory]                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | [name of authorised signatory]                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|[SIGNATURES TO BE NOTARISED AND APOSTILLED]                                                                                                                                                                                                                                                                                                                                                                                                                     |  | [SIGNATURES TO BE NOTARISED AND APOSTILLED]                                                                                                                                                                                                                                                                                                                                                                                                                                             

4

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|CERTIFICADO NOTARIAL                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | NOTARIAL CERTIFICATE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Yo, Notario Público debidamente nombrado, por el presente certifico que en este día [    ] de [    ] de [    ], comparece ante mí en persona D.
[            ] conocido por mí y a quien juzgo con capacidad suficiente como representante legal y oficial de [    ] y como tal representante está
debidamente autorizado por dicha Sociedad con arreglo a su escritura de constitución, estarutos y demás documentos, los cuales me han sido mostrados y sometidos a mi examen en la medida necesaria, para otorgar y firmar el presente Poder
de Representación que en mi presencia firma. |  | I, Notary Public, duly appointed, hereby certify that on the [    ] day of [    ], [    ], there appears before me in person Mr.
[            ], who is known to me and whom I judge to have sufficient capacity as the legal and official representative of [name of the Company] and as such representative to be duly authorised by the said Company, in accordance with its constitution charter, by-laws and other documents which have been shown me and submitted to my perusal to the extent necessary, in order to grant
and execute the present Power of Attorney, which he signs in my presence.
|Todo lo cual certifico y doy fe, así como la doy de que la citada Sociedad está debidamente constituida y existente con arreglo a las leyes de
[            ], que fue inscrita bajo el número [    ] el [    ] de [    ] de [    ], y que los fines
del Poder de Representación precedente están dentro de los límites del objeto social. Finalmente doy fe de que en el otorgamiento del expresado Poder de Representación se han observado las formas y solemnidades
establecidas por las leyes vigentes en este país.                                                                    |  | All of which I certify and attest to, likewise attesting that the said company is duly constituted and existing in accordance with the laws of the [country where the Company is
incorporated], was registered with number [        ] on [    ] [    ] [    ], and that the purposes of the aforementioned
Power of Attorney are within the limits of the corporate object. Finally, I attest that in granting the aforementioned Power of Attorney, the formalities established by the applicable laws in this country have been complied with.                                                           
|EN TESTIMONIO DE LO CUAL, expido la presente que firmo y sello en [    ], el día de hoy [    ] de [    ] de [    ].                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | IN WITNESS WHEREOF, I deliver this document which I sign and stamp in [    ] on the [    ] day of [    ] , [        ].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|NOTARIO PUBLICO                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  | NOTARY PUBLIC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

5

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EXHIBIT B

FORM OF
ESCROW AGREEMENT

This Escrow Agreement("Agreement"), dated as
of("Effective Date"), is
among                                         
       ("Assignor Lender"), and SunTrust Bank, as
administrative agent for the Lenders (as defined below) (in such capacity, the "Administrative Agent"), as escrow agent (in such capacity, the "Escrow Agent").

WITNESSETH:

WHEREAS, this is the Escrow Agreement referred to in the Second Amended and Restated Credit Agreement, dated as of November    , 2002 (as amended,
supplemented and/or restated from time to time, the "Credit Agreement"), among USP Domestic Holdings, Inc., a Delaware corporation (the
"US Borrower"), USPE Holdings Limited, a company organized under the laws of England and Wales (the "UK
Borrower", and together with the US Borrower, collectively, the "Borrowers" and, each individually, a
"Borrower"), the Lenders (as defined therein), Administrative Agent, Lehman Commercial Paper Inc., as Syndication Agent, and Credit Suisse First
Boston, as Documentation Agent. Capitalized terms used herein, unless otherwise defined herein, have the meanings provided in the Credit Agreement.

WHEREAS,
this Agreement is entered into in connection with the Lender Assignment Agreement dated as of                        , among
Assignor Lender,
                        ("Assignee Lender"), Administrative Agent [and Borrower]
("Assignment
Agreement"), assigning to Assignee Lender the Percentage of the Loans and/or Commitments stated therein (the "Assigned
Percentage").

WHEREAS,
the purpose of this Agreement is to provide for certain payment of recording fees, transfer taxes, duty stamp taxes and other charges and fees, including, without limitation,
attorneys fees (collectively, "Recording Expenses") imposed or charged by attorneys, any governmental agency, notary public or other official or filing
office at any time in connection with the preparation, execution, delivery, filing, recordation or acknowledgment of any documents or instruments (collectively, "Recordation
Documents") that may be required to evidence or effect the assignments made pursuant to the Assignment Agreement as it relates to the real and personal property collateral
located in Spain
(collectively, the "Spanish Collateral"), in anticipation of the Administrative Agent's or any Lender's release of, or exercise of foreclosure remedies
or other remedies (collectively, "Remedies") with respect to, the Spanish Collateral.

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



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IN
WITNESS WHEREOF, the parties have executed this Escrow Agreement as of the Effective Date stated above.

|ASSIGNOR LENDER: |  |                                           
|---------------- |  | ------------------------------------------
|                 |  | By:                                       
|                 |  | Title:                                    
|ESCROW AGENT:    |  | SUNTRUST BANK,
    as Administrative Agent
|                 |  | By:                                       
|                 |  | Title:                                    

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