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                                                                    EXHIBIT 4.4


                           CERTIFICATE OF DESIGNATION
                                       OF
                 SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
                                       OF
                                 SYMBION, INC.

                     Pursuant to Section 151 of the General
                    Corporation Law of the State of Delaware


         Symbion, Inc., a Delaware corporation (the "Corporation"), through the
undersigned duly authorized officer, in accordance with the provisions of
Sections 103 and 151 of the General Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:

         That, the Board of Directors of the Corporation on February 5, 2004,
pursuant to the authority conferred upon the Board of Directors by the
Certificate of Incorporation of the Corporation (the "Certificate of
Incorporation") and in accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, adopted the following
resolution creating a series of Preferred Stock, $.01 par value:

         RESOLVED, that, pursuant to the authority expressly granted to and
vested in the Board of Directors of the Corporation in accordance with the
provisions of Section 4(b) of the Certificate of Incorporation, a series of
500,000 shares of the Preferred Stock, $.01 par value, of the Corporation be,
and it hereby is, created and that the voting powers, designations, preferences
and relative, participating, optional and other special rights of the shares of
such series, and the qualifications, limitations or restrictions thereof are as
follows:

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK:

         (a)      DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "Series A Junior Participating Preferred Stock" (the "Series A
Junior Preferred Stock") and the number of shares constituting the Series A
Junior Preferred Stock shall be 500,000. Such number of shares may be increased
or decreased by resolution of the Board of Directors; PROVIDED, that no
decrease shall reduce the number of shares of Series A Junior Preferred Stock
to a number less than the number of shares then outstanding plus the number of
shares reserved for issuance upon the exercise of outstanding options, rights
or warrants or upon the conversion of any outstanding securities issued by the
Corporation convertible into Series A Junior Preferred Stock.

         (b)      DIVIDENDS AND DISTRIBUTIONS.

                  (i)      Subject to the rights of the holders of any shares
         of any series of Preferred Stock (or any similar stock) ranking prior
         and superior to the Series A Junior Preferred Stock with respect to
         dividends, the holders of shares of Series A Junior Preferred Stock,
         in preference to the holders of Common Stock, $.01 par value per share
         (the "Common Stock"), of the Corporation, and of any other junior
         stock, shall be entitled to receive, when, as and if declared by the
         Board of Directors out of funds legally available for the purpose,
         quarterly dividends payable on the


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         first business day of February, May, August and November in each year
         (each such date being referred to herein as a "Quarterly Dividend
         Payment Date") as provided in paragraphs (ii) and (iii) of this
         Section (b) in an amount per share (rounded to the nearest cent) equal
         to the greater of (A) $1.00 in cash or (B) subject to the provision
         for adjustment hereinafter set forth, 1,000 times the aggregate per
         share amount (payable in cash) of all cash dividends, and 1,000 times
         the aggregate per share amount (payable in kind) of all non-cash
         dividends or other distributions, other than a dividend payable in
         shares of Common Stock or a subdivision of the outstanding shares of
         Common Stock (by reclassification or otherwise), declared on the
         Common Stock since the immediately preceding Quarterly Dividend
         Payment Date or with respect to the first Quarterly Dividend Payment
         Date, since the first issuance of any share or fraction of a share of
         Series A Junior Preferred Stock. If the Corporation shall at any time
         declare or pay any dividend on the Common Stock payable in shares of
         Common Stock, or effect a subdivision or combination or consolidation
         of the outstanding shares of Common Stock (by reclassification or
         otherwise) into a greater or lesser number of shares of Common Stock,
         then in each such case the amount to which holders of shares of Series
         A Junior Preferred Stock were entitled immediately prior to such event
         under clause (B) of the preceding sentence shall be adjusted by
         multiplying such amount by a fraction, the numerator of which is the
         number of shares of Common Stock outstanding immediately after such
         event and the denominator of which is the number of shares of Common
         Stock that was outstanding immediately prior to such event.

                  (ii)     The Corporation shall declare a dividend or
         distribution on the Series A Junior Preferred Stock as provided in
         paragraph (i) of this Section (b) immediately after it declares a
         dividend or distribution on the Common Stock (other than a dividend
         payable in shares of Common Stock); PROVIDED that, if no dividend or
         distribution shall have been declared on the Common Stock during the
         period between any Quarterly Dividend Payment Date and the next
         subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per
         share payable in cash on the Series A Junior Preferred Stock shall
         nevertheless accrue and be cumulative on the outstanding shares of
         Series A Junior Preferred Stock as provided in paragraph (iii) of this
         Section (b).

                  (iii)    Dividends shall begin to accrue and be cumulative on
         outstanding shares of Series A Junior Preferred Stock from the
         Quarterly Dividend Payment Date next preceding the date of issue of
         such shares, unless the date of issue of such shares is prior to the
         record date for the first Quarterly Dividend Payment Date, in which
         case dividends on such shares shall begin to accrue from the date of
         issue of such shares, or unless the date of issue is a Quarterly
         Dividend Payment Date or is a date after the record date for the
         determination of holders of shares of Series A Junior Preferred Stock
         entitled to receive a quarterly dividend and before such Quarterly
         Dividend Payment Date, in either of which events such dividends shall
         begin to accrue and be cumulative from such Quarterly Dividend Payment
         Date. Accrued but unpaid dividends shall not bear interest. Dividends
         paid on the shares of Series A Junior Preferred Stock in an amount
         less than the total amount of such dividends at the time accrued and
         payable on such shares shall be allocated pro rata on a share-by-share
         basis among all such shares at the time outstanding. The Board


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         of Directors may fix a record date for the determination of holders of
         shares of Series A Junior Preferred Stock entitled to receive payment
         of a dividend or distribution declared thereon, which record date
         shall be not more than 60 days prior to the date fixed for the payment
         thereof.

         (c)      VOTING RIGHTS. The holders of shares of Series A Junior
Preferred Stock shall have the following voting rights:

                  (i)      Subject to the provisions for adjustment hereinafter
         set forth, each share of Series A Junior Preferred Stock shall entitle
         the holder thereof to 1,000 votes on all matters submitted to a vote
         of the stockholders of the Corporation. If the Corporation shall at
         any time declare or pay any dividend on Common Stock payable in shares
         of Common Stock, or effect a subdivision or combination of the
         outstanding shares of Common Stock (by reclassification or otherwise)
         into a greater or lesser number of shares of Common Stock, then in
         each such case the number of votes per share to which holders of
         shares of Series A Junior Preferred Stock were entitled immediately
         prior to such event shall be adjusted by multiplying such number by a
         fraction the numerator of which is the number of shares of Common
         Stock outstanding immediately after such event and the denominator of
         which is the number of shares of Common Stock that was outstanding
         immediately prior to such event.

                  (ii)     Except as otherwise provided herein, in the
         Certificate of Incorporation, as it may be amended from time to time,
         in any other Certificate of Designation creating a series of Preferred
         Stock or any similar stock, or bylaw, the holders of shares of Series
         A Junior Preferred Stock and the holders of shares of Common Stock and
         any other capital stock of the Corporation having general voting
         rights shall vote together as one class on all matters submitted to a
         vote of stockholders of the Corporation.

                  (iii)    Except as set forth herein or as otherwise provided
         bylaw, holders of Series A Junior Preferred Stock shall have no
         special voting rights and their consent shall not be required (except
         to the extent they are entitled to vote with holders of Common Stock
         as set forth herein) for taking any corporate action.

         (d)      CERTAIN RESTRICTIONS.

                  (i)      Whenever quarterly dividends or other dividends or
         distributions payable on the Series A Junior Preferred Stock as
         provided in Section (b) are in arrears, thereafter and until all
         accrued and unpaid dividends and distributions, whether or not
         declared, on shares of Series A Junior Preferred Stock outstanding
         shall have been paid in full, or declared and a sum sufficient for the
         payment therefor be set apart for payment and be in the process of
         payment, the Corporation shall not:

                           (A)      declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking junior (either
                  as to dividends or upon liquidation, dissolution or winding
                  up) to the Series A Junior Preferred Stock;


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                           (B)      declare or pay dividends, or make any other
                  distributions, on any shares of stock ranking on a parity
                  (either as to dividends or upon liquidation, dissolution or
                  winding up) with the Series A Junior Preferred Stock, except
                  dividends paid ratably on the Series A Junior Preferred Stock
                  and all such parity stock on which dividends are payable or
                  in arrears in proportion to the total amounts to which the
                  holders of all such shares are then entitled;

                           (C)      redeem or purchase or otherwise acquire for
                  consideration shares of any stock ranking junior (either as
                  to dividends or upon liquidation, dissolution or winding up)
                  to the Series A Junior Preferred Stock, PROVIDED that the
                  Corporation may at any time redeem, purchase or otherwise
                  acquire shares of any such junior stock in exchange for
                  shares of any stock of the Corporation ranking junior (as to
                  both dividends and upon dissolution, liquidation or winding
                  up) to the Series A Junior Preferred Stock; or

                           (D)      redeem or purchase or otherwise acquire for
                  consideration any shares of Series A Junior Preferred Stock
                  or any shares of stock ranking on a parity (either as to
                  dividends or upon liquidation, dissolution or winding up)
                  with the Series A Junior Preferred Stock, except in
                  accordance with a purchase offer made in writing or by
                  publication (as determined by the Board of Directors) to all
                  holders of such shares upon such terms as the Board of
                  Directors, after consideration of the respective annual
                  dividend rates and other relative rights and preferences of
                  the respective series and classes, shall determine in good
                  faith will result in fair and equitable treatment among the
                  holders of the respective series or classes.

                  (ii)     The Corporation shall not permit any subsidiary of
         the Corporation to purchase or otherwise acquire for consideration any
         shares of stock of the Corporation unless the Corporation could, under
         paragraph (i) of this Section (d), purchase or otherwise acquire such
         shares at such time and in such manner.

         (e)      REACQUIRED SHARES. Any shares of Series A Junior Preferred
Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares shall upon their cancellation become authorized but
unissued shares of Preferred Stock and may be reissued as part of a new series
of Preferred Stock subject to the conditions and restrictions on issuance set
forth herein, in the Certificate of Incorporation, or in any other Certificate
of Designation creating a series of Preferred Stock or any similar stock or as
otherwise required bylaw.

         (f)      LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (i)
to the holders of shares of stock ranking junior (either as to dividends or as
to amounts payable upon liquidation, dissolution or winding up) to the Series A
Junior Preferred Stock unless, prior thereto, the holders of Series A Junior
Preferred Stock shall have received an amount per share (rounded to the nearest
cent) equal to the greater of (A) $1,000 per share, or (B) an


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amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 1,000 times the aggregate amount to be distributed per share to
holders of Common Stock, plus, in either case, an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the
date of such payment, or (ii) to the holders of stock ranking on a parity
(either as to dividends or as to amounts payable upon liquidation, dissolution
or winding up) with the Series A Junior Preferred Stock, except distributions
made ratably on the Series A Junior Preferred Stock and all such parity stock
in proportion to the total amounts to which the holders of all such Shares are
entitled upon such liquidation, dissolution or winding up. If the Corporation
shall at any time declare or pay any dividend on Common Stock payable in shares
of Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Junior Preferred Stock
were entitled immediately prior to such event under the proviso in clause
(i)(B) of the preceding sentence shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that was outstanding immediately prior to such
event.

         (g)      CONSOLIDATION, MERGER, ETC. If the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, or any combination thereof, then in any
such case each share of Series A Junior Preferred Stock shall at the same time
be similarly exchanged or changed into an amount per share, subject to the
provision for adjustment hereinafter set forth, equal to 1,000 times the
aggregate amount of stock, securities, cash or any other property (payable in
kind), or any combination thereof, as the case may be, into which or for which
each share of Common Stock is changed or exchanged. If the Corporation shall at
any time declare or pay any dividend on the Common Stock payable in shares of
Common Stock, or effect a subdivision or combination or consolidation of the
outstanding shares of Common Stock (by reclassification or otherwise) into a
greater or lesser number of shares of Common Stock, then in each such case the
amount set forth in the preceding sentence with respect to the exchange or
change of shares of Series A Junior Preferred Stock shall be adjusted by
multiplying such amount by a fraction, the numerator of which is the number of
shares of Common Stock outstanding immediately after such event and the
denominator of which is the number of shares of Common Stock that was
outstanding immediately prior to such event.

         (h)      REDEMPTION. The shares of Series A Junior Preferred Stock
shall not be redeemable. So long as any shares of Series A Junior Preferred
Stock remain outstanding, the Corporation shall not purchase or otherwise
acquire for consideration any shares of stock ranking junior (either as to
dividends or upon liquidation, dissolution or winding up) to the Series A
Junior Preferred Stock unless the Corporation shall substantially concurrently
also purchase or acquire for consideration a proportionate number of shares of
Series A Junior Preferred Stock.

         (i)      RANK. The Series A Junior Preferred Stock shall rank, with
respect to payment of dividends and the distribution of assets, junior to all
series of any other class of


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the Corporation's Preferred Stock; provided that any class or series of the
Corporation's Preferred Stock hereafter created may expressly provide that such
class or series shall be pari passu with the Series A Junior Preferred Stock
with respect to the payment of dividends and distributions, voting rights
and/or distributions upon liquidation, dissolution or winding up of the
Corporation.

         (j)      AMENDMENT. The Certificate of Incorporation of the
Corporation shall not be amended in any manner which would materially alter or
change the powers, preferences, privileges or special rights of the Series A
Junior Preferred Stock so as to affect them adversely without the affirmative
vote of the holders of at least two-thirds of the outstanding shares of Series
A Junior Preferred Stock, voting together as a single class.

         IN WITNESS WHEREOF, this Certificate of Designation is executed on
behalf of the Corporation by its Chief Executive Officer, and attested by its
Secretary, this 5th day of February, 2004.


SYMBION, INC.

By: /s/ Richard E. Francis, Jr.
   ----------------------------------------------
   Richard E. Francis, Jr.
   Chairman and Chief Executive Officer


ATTEST:
       /s/ R. Dale Kennedy
-------------------------------------------------
   R. Dale Kennedy
   Secretary


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