exv10w1






Exhibit 10.1




Execution Copy




CREDIT AGREEMENT




dated as of




April 19, 2007




among




 USPI HOLDINGS, INC.,

as Holdings




UNITED SURGICAL PARTNERS INTERNATIONAL, INC.,

as the Borrower




The Lenders Party Hereto from Time to Time




CITIBANK, N.A.,

as Administrative Agent and Collateral Agent




LEHMAN BROTHERS INC.,

as Syndication Agent




and




BEAR STEARNS CORPORATE LENDING INC.,

SUNTRUST BANK

and

UBS SECURITIES LLC,

as Co-Documentation Agents




 






CITIGROUP GLOBAL MARKETS INC.

and

LEHMAN BROTHERS INC.,

as Joint Lead Arrangers and Joint Bookrunners




and




BEAR, STEARNS & CO. INC.

and

UBS SECURITIES LLC,

as Joint Bookrunners




Cahill Gordon & Reindel llp

80 Pine Street

New York, NY 10005




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 	 	 
	Definitions
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.01.

	 	Defined Terms
	 	 	2	 
	SECTION 1.02.

	 	Classification of Loans and Borrowings
	 	 	33	 
	SECTION 1.03.

	 	Terms Generally
	 	 	33	 
	SECTION 1.04.

	 	Accounting Terms; GAAP
	 	 	33	 
	SECTION 1.05.

	 	Pro Forma Calculations
	 	 	33	 
	 
	 	 	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 	 	 
	The Credits
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.01.

	 	Commitments
	 	 	34	 
	SECTION 2.02.

	 	Loans and Borrowings
	 	 	34	 
	SECTION 2.03.

	 	Requests for Borrowings
	 	 	35	 
	SECTION 2.04.

	 	Swingline Loans
	 	 	35	 
	SECTION 2.05.

	 	Letters of Credit
	 	 	36	 
	SECTION 2.06.

	 	Funding of Borrowings
	 	 	40	 
	SECTION 2.07.

	 	Interest Elections
	 	 	40	 
	SECTION 2.08.

	 	Termination and Reduction of Commitments
	 	 	41	 
	SECTION 2.09.

	 	Repayment of Loans; Evidence of Debt
	 	 	42	 
	SECTION 2.10.

	 	Amortization of Term Loans
	 	 	43	 
	SECTION 2.11.

	 	Prepayment of Loans
	 	 	44	 
	SECTION 2.12.

	 	Fees
	 	 	46	 
	SECTION 2.13.

	 	Interest
	 	 	47	 
	SECTION 2.14.

	 	Alternate Rate of Interest
	 	 	47	 
	SECTION 2.15.

	 	Increased Costs
	 	 	48	 
	SECTION 2.16.

	 	Break Funding Payments
	 	 	48	 
	SECTION 2.17.

	 	Taxes
	 	 	49	 
	SECTION 2.18.

	 	Payments Generally; Pro Rata Treatment; Sharing of Setoffs
	 	 	50	 
	SECTION 2.19.

	 	Mitigation Obligations; Replacement of Lenders
	 	 	52	 
	SECTION 2.20.

	 	Incremental Extensions of Credit
	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 	 	 
	Representations and Warranties
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.01.

	 	Organization; Power
	 	 	54	 
	SECTION 3.02.

	 	Authorization; Enforceability
	 	 	54	 
	SECTION 3.03.

	 	Governmental Approvals; No Conflicts
	 	 	54	 
	SECTION 3.04.

	 	Financial Condition; No Material Adverse Change
	 	 	55	 
	SECTION 3.05.

	 	Properties
	 	 	55	 
	SECTION 3.06.

	 	Litigation
	 	 	56	 
	SECTION 3.07.

	 	Compliance with Laws and Agreements
	 	 	56	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	SECTION 3.08.

	 	Investment Company Status
	 	 	56	 
	SECTION 3.09.

	 	Taxes
	 	 	56	 
	SECTION 3.10.

	 	ERISA
	 	 	56	 
	SECTION 3.11.

	 	Disclosure
	 	 	56	 
	SECTION 3.12.

	 	Subsidiaries
	 	 	57	 
	SECTION 3.13.

	 	Insurance
	 	 	57	 
	SECTION 3.14.

	 	Labor Matters
	 	 	57	 
	SECTION 3.15.

	 	Solvency
	 	 	57	 
	SECTION 3.16.

	 	SEnior Indebtedness
	 	 	57	 
	SECTION 3.17.

	 	Reimbursement from Third Party Payors
	 	 	57	 
	SECTION 3.18.

	 	Fraud and Abuse; Licenses
	 	 	58	 
	SECTION 3.19.

	 	Margin Regulations
	 	 	59	 
	SECTION 3.20.

	 	Patriot Act
	 	 	59	 
	SECTION 3.21.

	 	Intellectual Property; Licenses, Etc.
	 	 	59	 
	SECTION 3.22.

	 	SEcurity Documents
	 	 	60	 
	SECTION 3.23.

	 	Environmental Compliance
	 	 	61	 
	 
	 	 	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 	 	 
	Conditions
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.01.

	 	Effective Date
	 	 	62	 
	SECTION 4.02.

	 	Each Credit Event
	 	 	64	 
	 
	 	 	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 	 	 
	Affirmative Covenants
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.01.

	 	Financial Statements and Other Information
	 	 	65	 
	SECTION 5.02.

	 	Notices of Material Events
	 	 	67	 
	SECTION 5.03.

	 	Information Regarding Collateral
	 	 	67	 
	SECTION 5.04.

	 	Existence; Conduct of Business
	 	 	68	 
	SECTION 5.05.

	 	Payment of Obligations
	 	 	68	 
	SECTION 5.06.

	 	Maintenance of Properties
	 	 	68	 
	SECTION 5.07.

	 	Insurance
	 	 	68	 
	SECTION 5.08.

	 	Casualty and Condemnation
	 	 	68	 
	SECTION 5.09.

	 	Books and Records; Inspection and Audit Rights
	 	 	69	 
	SECTION 5.10.

	 	Compliance with Laws
	 	 	69	 
	SECTION 5.11.

	 	Use of Proceeds and Letters of Credit
	 	 	69	 
	SECTION 5.12.

	 	Additional Subsidiaries
	 	 	69	 
	SECTION 5.13.

	 	Further Assurances
	 	 	69	 
	SECTION 5.14.

	 	Environmental Matters
	 	 	70	 
	SECTION 5.15.

	 	Designation of Subsidiaries
	 	 	70	 
	 
	 	 	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 	 	 
	Negative Covenants
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.01.

	 	Indebtedness; Certain Equity Securities
	 	 	72	 
	SECTION 6.02.

	 	Liens
	 	 	75	 






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	 	 	 	 	Page
	 
	 	 	 	 	 	 
	SECTION 6.03.

	 	Fundamental Changes
	 	 	77	 
	SECTION 6.04.

	 	Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	77	 
	SECTION 6.05.

	 	Asset Sales
	 	 	80	 
	SECTION 6.06.

	 	Sale and Leaseback Transactions
	 	 	81	 
	SECTION 6.07.

	 	Swap Agreements
	 	 	81	 
	SECTION 6.08.

	 	Restricted Payments; Certain Payments of Indebtedness
	 	 	82	 
	SECTION 6.09.

	 	Transactions with Affiliates
	 	 	84	 
	SECTION 6.10.

	 	Restrictive Agreements
	 	 	86	 
	SECTION 6.11.

	 	Amendment of Material Documents
	 	 	86	 
	SECTION 6.12.

	 	SEcured Leverage Ratio
	 	 	87	 
	SECTION 6.13.

	 	Fiscal Year
	 	 	87	 
	 
	 	 	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 	 	 
	Events of Default
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 7.01.

	 	Events of Default
	 	 	87	 
	SECTION 7.02.

	 	Borrower’s Right to Cure
	 	 	90	 
	SECTION 7.03.

	 	Exclusion of Immaterial Subsidiaries
	 	 	90	 
	 
	 	 	 	 	 	 
	ARTICLE VIII
	 	 	 	 
	 
	 	 	 	 	 	 
	The Agents
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 8.01.

	 	The Agents 	 	 	90	 
	 
	 	 	 	 	 	 
	ARTICLE IX
	 	 	 	 
	 
	 	 	 	 	 	 
	Miscellaneous
	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 9.01.

	 	Notices
	 	 	93	 
	SECTION 9.02.

	 	Waivers; Amendments
	 	 	94	 
	SECTION 9.03.

	 	Expenses; Indemnity; Damage Waiver
	 	 	97	 
	SECTION 9.04.

	 	Successors and Assigns
	 	 	98	 
	SECTION 9.05.

	 	Survival
	 	 	101	 
	SECTION 9.06.

	 	Counterparts; Integration; Effectiveness
	 	 	101	 
	SECTION 9.07.

	 	SEverability
	 	 	101	 
	SECTION 9.08.

	 	Right of Setoff
	 	 	101	 
	SECTION 9.09.

	 	Governing Law; Jurisdiction; Consent to Service of Process
	 	 	102	 
	SECTION 9.10.

	 	WAIVER OF JURY TRIAL
	 	 	102	 
	SECTION 9.11.

	 	Headings
	 	 	103	 
	SECTION 9.12.

	 	Confidentiality
	 	 	103	 
	SECTION 9.13.

	 	Interest Rate Limitation
	 	 	103	 
	SECTION 9.14.

	 	USA Patriot Act
	 	 	104	 
	SECTION 9.15.

	 	Release of Collateral
	 	 	104	 






-iii-









 






SCHEDULES:




	 	 	 
	Schedule 1.01(a)

	 	— Existing Letters of Credit
	Schedule 1.01(b)

	 	— St. Louis Investments
	Schedule 1.01(c)

	 	— Specified Subsidiaries
	Schedule 2.01

	 	— Commitments
	Schedule 3.05

	 	— Real Property
	Schedule 3.03

	 	— No Conflicts
	Schedule 3.06

	 	— Litigation
	Schedule 3.12

	 	— Subsidiaries
	Schedule 3.13

	 	— Insurance
	Schedule 4.01

	 	— Local Counsel Jurisdictions
	Schedule 6.01

	 	— Existing Indebtedness
	Schedule 6.02

	 	— Existing Liens
	Schedule 6.04

	 	— Existing Investments
	Schedule 6.09

	 	— Existing Transactions with Affiliates
	Schedule 6.10

	 	— Existing Restrictions






EXHIBITS:




	 	 	 
	Exhibit A

	 	— Form of Assignment and Assumption
	Exhibit B

	 	— Form of Opinion of Ropes & Gray LLP
	Exhibit C

	 	— Form of Collateral Agreement
	Exhibit D

	 	— Form of Perfection Certificate
	Exhibit E

	 	— Form of Borrowing Request
	Exhibit F

	 	— Form of Interest Election Request
	Exhibit G-1

	 	— Form of Term Loan Note
	Exhibit G-2

	 	— Form of Revolving Credit Note







-iv-











 





          CREDIT AGREEMENT dated as of April 19, 2007, among UNITED SURGICAL PARTNERS INTERNATIONAL,
INC., a Delaware corporation (the “Borrower”), USPI HOLDINGS, INC., a Delaware corporation
(“Holdings”), the LENDERS party hereto from time to time, CITIBANK, N.A., as Administrative
Agent, CITIGROUP GLOBAL MARKETS INC. and LEHMAN BROTHERS INC., as joint lead arrangers and joint
bookrunners, BEAR, STEARNS & CO. INC. and UBS SECURITIES, LLC, as joint bookrunners, LEHMAN
BROTHERS INC., as Syndication Agent, and BEAR STEARNS CORPORATE LENDING INC., SUNTRUST BANK and UBS
SECURITIES LLC, as Co-Documentation Agents.




          Pursuant to the Agreement and Plan of Merger dated as of January 7, 2007 (the “Merger
Agreement”), by and among the Borrower, Holdings and UNCN Acquisition Corp., a Delaware
corporation (“Acquisition Corp.”), Acquisition Corp. will merge with and into the Borrower
(the “Merger”), with the Borrower surviving the Merger.




          Immediately prior to or substantially concurrently with the consummation of the Merger, (a)
the Permitted Investors will contribute cash to Holdings (the “Equity Contributions”) in an
aggregate amount that together with the value of the equity of Holdings held by members of
management (the “Rollover Equity”) will be equal to at least 35% of the consolidated
capitalization of Holdings and its subsidiaries after giving effect to the Transactions, and
Holdings will contribute to the Borrower the portion of such cash contributions not used to pay
Transaction Expenses; (b) the Borrower will cause the repayment of, and terminate all commitments
under and all liens in connection with, the Existing Credit Facilities (the “Repayment”);
(c) the Borrower will issue the Senior Subordinated Notes; and (d) Subsidiaries of the Borrower
will enter into and borrow under the UK Facility.




          The Borrower has requested that the Lenders extend credit in the form of (a) Delayed Draw Term
Loans from time to time during the Delayed Draw Availability Period in an aggregate principal
amount not to exceed $100,000,000; (b) Tranche B Term Loans on the Effective Date in an aggregate
principal amount not to exceed $430,000,000 and (c) Revolving Loans, Swingline Loans and Letters of
Credit at any time and from time to time during the Revolving Availability Period, in an aggregate
principal amount at any time outstanding not to exceed $100,000,000.




          The proceeds of the Tranche B Term Loans and any Revolving Loans borrowed on the Effective
Date will be used by the Borrower on the Effective Date, solely (i) first, to pay the
Transaction Costs, (ii) second, to pay all principal, interest, fees and other amounts
outstanding under the Existing Credit Facilities and (iii) third, together with the Equity
Contributions, to pay the merger consideration (the “Merger Consideration”) required by the
Merger Agreement. The proceeds of Revolving Loans borrowed after the Effective Date, Swingline
Loans and Letters of Credit will be used by the Borrower for working capital and general corporate
purposes (including Permitted Acquisitions).




          The proceeds of the Delayed Draw Term Loans will be used by the Borrower to finance the St.
Louis Investments.




          The Lenders are willing to extend such credit to the Borrower, and the Issuing Bank is willing
to issue Letters of Credit for the account of the Borrower, on the terms and subject to the
conditions set forth herein. Accordingly, the parties hereto agree as follows:




 









 








ARTICLE I




Definitions




         SECTION
1.01. Defined Terms. As used in this Agreement, the following terms have the meanings
specified below:




          “ABR”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to
the Alternate Base Rate.




          “Acquisition Corp.” has the meaning set forth in the preamble to this Agreement.




          “Acquisition Documents” means the Merger Agreement, the other agreements to be entered
into in connection with the Merger, all schedules, exhibits and annexes to each of the foregoing
and all side letters, instruments and agreements affecting the terms of any of the foregoing or
entered into in connection therewith.




          “Additional Lender” has the meaning set forth in Section 2.20.




          “Additional Subordinated Debt” means unsecured Indebtedness of the Borrower (that may
be guaranteed by Holdings and those Subsidiaries that are Loan Parties) that (a) does not have a
stated maturity date prior to the date that is 90 days after the Tranche B Maturity Date, (b) does
not require any scheduled payment of principal (including pursuant to a sinking fund obligation) or
amortization prior to the date that is 90 days after the Tranche B Maturity Date, (c) is (and all
guarantees with respect thereto are) subordinated to the Obligations on terms no less favorable to
the Lenders than the terms of the Senior Subordinated Notes, (d) contains non-pricing terms
(including covenants, events of default, remedies, redemption provisions and sinking fund
provisions) no less favorable to the Lenders than the terms of the Senior Subordinated Notes and
(e) bears a market rate of interest as determined by the Borrower’s Board of Directors.




          “Adjusted LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest
Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%) equal
to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.




          “Administrative Agent” means Citibank, N.A., in its capacity as administrative agent
for the Lenders under the Loan Documents.




          “Administrative Questionnaire” means an administrative questionnaire in a form
supplied by the Administrative Agent.




          “Affiliate” means, with respect to a specified Person, any other Person that directly,
or indirectly through one or more intermediaries, Controls, is Controlled by or is under common
Control with the Person specified.




          “Agent Affiliates” has the meaning set forth in Section 8.01.




          “Agents” means the Administrative Agent, the Collateral Agent, the Syndication Agent
and the Documentation Agents.




-2-









 








          “Agreement” means this Credit Agreement, as the same may be renewed, extended,
modified, supplemented or amended from time to time.




          “Alternate Base Rate” means, for any day, a rate per annum equal to the greater of (a)
the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day
plus 1/2 of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively.




          “Anti-Terrorism Laws” has the meaning set forth in Section 3.20.




          “Applicable Percentage” means, with respect to any Revolving Lender, the percentage of
the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment. If the
Revolving Commitments have terminated or expired, the Applicable Percentages shall be determined
based upon the Revolving Commitments most recently in effect, giving effect to any assignments that
occur thereafter.




          “Applicable Rate” means, for any day with respect to (a) any ABR Loan or Eurodollar
Loan that is a Revolving Loan or (b) the commitment fees payable hereunder in respect of the
Revolving Commitments, as applicable, the applicable rate per annum set forth below under the
caption “Revolving Loan ABR Spread”, “Revolving Loan Eurodollar Spread” or “Revolving Commitment
Fee Rate”, as applicable, in each case, based upon the Leverage Ratio as of the most recent
determination date, provided that prior to the date of delivery to the Administrative
Agent, pursuant to Section 5.01, of the Borrower’s consolidated financial information for the
Borrower’s first full fiscal quarter ending at least three months after the Effective Date, the
“Applicable Rate” for purposes of clauses (a) and (b) above shall be the applicable rate per annum
set forth below in Category 1:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Revolving	 	 
	 	 	Revolving	 	Loan	 	Revolving
	 	 	Loan ABR	 	Eurodollar	 	Commitment
	Leverage Ratio	 	Spread	 	Spread	 	Fee Rate
	Category 1

≥ 5.00x
	 	 	1.25	%	 	 	2.25	%	 	 	0.500	%
	Category 2

≥ 4.50x and < 5.00x
	 	 	1.00	%	 	 	2.00	%	 	 	0.500	%
	Category 3

≥ 4.00x and < 4.50x
	 	 	0.75	%	 	 	1.75	%	 	 	0.375	%
	Category 4

≥  3.50x and < 4.00x
	 	 	0.50	%	 	 	1.50	%	 	 	0.375	%
	Category 5

< 3.50x
	 	 	0.25	%	 	 	1.25	%	 	 	0.375	%






          The Applicable Rate for Term Loans shall at all times be 2.00% per annum for Eurodollar Loans
and 1.00% per annum for ABR Loans.




          For purposes of the foregoing, (a) the Leverage Ratio shall be determined on a Pro Forma Basis
as of the end of each fiscal quarter of the Borrower based upon the Borrower’s consolidated
financial statements delivered pursuant to Section 5.01(a) or (b), and (b) each change in the
Applicable Rate resulting from a change in the Leverage Ratio shall be effective during the period
commencing on and



-3-









 






including the date of delivery to the Administrative Agent of such consolidated financial
statements indicating such change and ending on the date immediately preceding the effective date
of the next such change, provided that the Leverage Ratio, for purposes of determining the
Applicable Rate, shall be deemed to be in Category 1 (i) at any time that an Event of Default
pursuant to Section 7.01(a), (b), (h) or (i) has occurred and is continuing or (ii) at the option
of the Administrative Agent or at the request of the Required Revolving Lenders if the Borrower
fails to deliver the consolidated financial statements required to be delivered by it pursuant to
Section 5.01(a) or (b), during the period from the expiration of the time for delivery thereof
until such consolidated financial statements are delivered. The Administrative Agent shall notify
the Borrower upon any change in the Applicable Rate in accordance with the proviso in the
immediately preceding sentence.




          “Approved Electronic Communications” means each notice, demand, communication,
information, document and other material that any Loan Party is obligated to, or otherwise chooses
to, provide to the Administrative Agent pursuant to any Loan Document or the transactions
contemplated therein, including (a) any supplement, joinder or amendment to the Security Documents
and any other written contractual obligation delivered or required to be delivered in respect of
any Loan Document or the transactions contemplated therein and (b) any financial statement,
financial and other report, notice, request, certificate and other information material.




          “Approved Electronic Platform” has the meaning set forth in Section 8.01.




          “Approved Fund” has the meaning set forth in Section 9.04(b).




          “Arrangers” means Citigroup Global Markets Inc. and Lehman Brothers Inc.




          “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an assignee (with the consent of any party whose consent is required by Section 9.04)
and accepted by the Administrative Agent, in the form of Exhibit A or any other form
approved by the Administrative Agent.




          “Available Amount” means, the sum, without duplication, of:





     (a) 50% of Cumulative Consolidated Net Income (or, in the case Cumulative Consolidated
Net Income at the time of determination is a deficit, minus 100% of such deficit,
provided that the amount in this clause (a) shall only be available if immediately
prior to and after giving effect on a Pro Forma Basis to any Investment, Restricted Payment
or prepayment, redemption or repurchase actually made pursuant to Section 6.04(xv),
6.08(a)(ix) or 6.08(b)(iii), the Borrower could incur $1.00 of Indebtedness under Section
6.01(a)(xi), plus




     (b) the amount of Net Proceeds actually received by the Borrower from the issuance of
any Equity Interests other than Disqualified Equity Interests (or capital contribution in
respect thereof or otherwise) after the Effective Date that was not otherwise applied
pursuant to Section 6.08(b)(ii) or Section 7.02 or to repay Revolving Exposure to comply
with Section 6.12, plus




     (c) the amount of Net Proceeds actually received by the Borrower from the issuance
after the Effective Date of Qualified Holdings Debt that was not otherwise applied pursuant
to Section 6.08(b)(ii) or to repay Revolving Exposure to comply with Section 6.12,
plus




     (d) an amount equal to any returns (including dividends, interest, distributions,
returns of principal and profits on sale) actually received by the Borrower or any of the
Restricted



-4-









 







Subsidiaries in cash in respect of any Investments made after the Effective Date
pursuant to Section 6.04(xv), minus




     (e) the sum of (i) the aggregate amount of Investments made after the Effective Date
pursuant to Section 6.04(xv), (ii) the aggregate amount of Restricted Payments made after
the Effective Date pursuant to Section 6.08(a)(ix) and (iii) the aggregate amount of
payments made after the Effective Date pursuant to Section 6.08(b)(iii).



          “Board” means the Board of Governors of the Federal Reserve System of the United
States of America.




          “Board of Directors” shall mean, with respect to any Person, (i) in the case of any
corporation, the board of directors of such Person, (ii) in the case of any limited liability
company, the board of managers of such Person, (iii) in the case of any partnership, the board of
directors or board of managers of the general partner of such Person and (iv) in any other case,
the functional equivalent of the foregoing.




          “Borrower” has the meaning set forth in the preamble to this Agreement.




          “Borrowing” means (a) Loans of the same Class and Type made, converted or continued on
the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, or (b) a Swingline Loan.




          “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with
Section 2.03, provided that a written Borrowing Request shall be substantially in the form
of Exhibit E, or such other form as shall be approved by the Administrative Agent.




          “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed,
provided that when used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits in the London
interbank market.




          “Calculation Date” means the date on which any event for which the calculation of the
Fixed Charge Coverage Ratio, the Secured Leverage Ratio, the Leverage Ratio or Facility-Level
EBITDA is required occurs.




          “Capital Expenditures” means, for any period (and without duplication), (a) the
additions to property, plant and equipment and other capital expenditures of the Borrower and any
of the Restricted Subsidiaries that are (or would be) set forth in a consolidated statement of cash
flows of the Borrower for such period prepared in accordance with GAAP and (b) Capital Lease
Obligations incurred by the Borrower and the Restricted Subsidiaries during such period.




          “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the right to use) real or
personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP.




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




-5-









 








          “CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability
Information System maintained by the U.S. Environmental Protection Agency.




          “Change in Control” means:





     (a) prior to an IPO, the Borrower ceasing to be a direct or indirect wholly owned
subsidiary of Holdings,




     (b) prior to an IPO, the failure by the Permitted Investors to own, directly or
indirectly, beneficially or of record, Equity Interests in Holdings representing a majority
of the aggregate ordinary voting power represented by the issued and outstanding Equity
Interests in Holdings,




     (c) after an IPO, (i) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the Securities
Exchange Act of 1934, as amended, and the rules of the SEC thereunder as in effect on the
date hereof) of Equity Interests in Holdings representing more than 35% of the aggregate
ordinary voting power represented by the issued and outstanding Equity Interests in Holdings
and (ii) the ownership, directly or indirectly, beneficially or of record, by the Permitted
Investors of Equity Interests in Holdings representing in the aggregate a lesser percentage
of the aggregate ordinary voting power represented by the issued and outstanding Equity
Interests in Holdings than such Person or group,




     (d) occupation of a majority of the seats (other than vacant seats) on the Board of
Directors of Holdings by Persons who were not (i) nominated by the Board of Directors of
Holdings, (ii) appointed by directors so nominated or (iii) nominated by the Permitted
Investors or




     (e) the occurrence of a “Change of Control”, as defined in any Material Indebtedness.



          “Change in Law” means (a) the adoption of any law, rule or regulation after the date
of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or
application thereof by any Governmental Authority after the date of this Agreement or (c)
compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b), by any lending
office of such Lender or by such Lender’s or the Issuing Bank’s holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the date of this Agreement.




          “Charges” has the meaning set forth in Section 9.13.




          “Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan,
or the Loans comprising such Borrowing, are Revolving Loans, Tranche B Term Loans, Delayed Draw
Term Loans or Swingline Loans and, when used in reference to any Commitment, refers to whether such
Commitment is a Revolving Commitment, a Tranche B Commitment or a Delayed Draw Commitment.




          “CLO” has the meaning set forth in Section 9.04(b).




          “Code” means the Internal Revenue Code of 1986 and the rules and regulations
promulgated thereunder, as amended from time to time.




-6-









 








          “Collateral” means any and all “Collateral”, as defined in any applicable Security
Document (which shall include the Mortgaged Properties) and all other property of whatever kind
subject or purported to be subject from time to time to a Lien under any Security Document.




          “Collateral Agent” means Citibank, N.A. in its capacity as collateral agent for the
Lenders under this Agreement and any Security Document.




          “Collateral Agreement” means the Guarantee and Collateral Agreement among the Loan
Parties and the Collateral Agent, substantially in the form of Exhibit C.




          “Collateral and Guarantee Requirement” means the requirement that:





     (a) the Collateral Agent shall have received from each Loan Party either (i) a
counterpart of the Collateral Agreement duly executed and delivered on behalf of such Loan
Party or (ii) in the case of any Person that becomes a Loan Party after the Effective Date,
a supplement to the Collateral Agreement, in the form specified therein, duly executed and
delivered on behalf of such Loan Party;




     (b) all outstanding Equity Interests (other than Equity Interests of any Restricted
Subsidiary pledged to secure Indebtedness permitted under Section 6.01(a)(vii)) of (i) the
Borrower and (ii) each wholly owned Restricted Subsidiary owned directly by any Loan Party
shall have been pledged pursuant to the Collateral Agreement (except that the Loan Parties
(i) shall not be required to pledge more than 65% of the outstanding voting Equity Interests
of any first-tier Foreign Subsidiary and (ii) shall not be required to pledge or otherwise
grant security interests in any assets of a Foreign Subsidiary) and the Collateral Agent
shall have received certificates or other instruments (if any) representing all such Equity
Interests, together with undated stock powers or other instruments of transfer with respect
thereto endorsed in blank;




     (c) all Indebtedness of a Loan Party that is owing to any other Loan Party shall be
evidenced by a promissory note and shall have been pledged pursuant to the Collateral
Agreement, and the Collateral Agent shall have received all such promissory notes and other
promissory notes required to be delivered pursuant to the Collateral Agreement, together
with undated instruments of transfer with respect thereto;




     (d) all documents and instruments, including Uniform Commercial Code financing
statements and control agreements, required by law or reasonably requested by the Collateral
Agent to be executed, filed, registered or recorded to create the Liens intended to be
created by the Collateral Agreement and perfect such Liens to the extent required by the
Collateral Agreement, shall have been executed, filed, registered or recorded or delivered
to the Collateral Agent for filing, registration or recording;




     (e) the Collateral Agent shall have received (i) counterparts of a Mortgage with
respect to each Mortgaged Property duly executed and delivered by the record owner of such
Mortgaged Property, (ii) a policy or policies of title insurance issued by a nationally
recognized title insurance company, in an amount not to exceed 105% of the Fair Market Value
of such Mortgaged Property, insuring the Lien of each such Mortgage as a valid
first-priority Lien on the Mortgaged Property described therein, free of any other Liens
except as expressly permitted by Section 6.02, together with such customary endorsements,
coinsurance and reinsurance in such amount as the Collateral Agent or the Required Lenders
may reasonably request, and such surveys, appraisals, legal opinions (excluding zoning and
land use opinions if the title insurance policy includes a zoning endorsement), completed
Federal Emergency Management Agency Stan-



-7-









 







dard Flood Hazard Determination with respect to each Mortgaged Property and other
documents as the Collateral Agent or the Required Lenders may reasonably request with
respect to any such Mortgage or Mortgaged Property; and




     (f) each Loan Party shall have obtained all material consents and approvals required to
be obtained by it in connection with the execution and delivery of all Security Documents to
which it is a party, the performance of its obligations thereunder and the granting by it of
the Liens thereunder.


Notwithstanding anything to the contrary in this Agreement or any Security Document, no Loan Party
shall be required to pledge or grant security interests in particular assets if, in the reasonable
judgment of the Administrative Agent or the Collateral Agent, the costs of creating or perfecting
such pledges or security interests in such assets (including any mortgage, stamp, intangibles or
other tax) are excessive in relation to the benefits to the Lenders therefrom. The Administrative
Agent may grant extensions of time for the perfection of security interests in or the obtaining of
title insurance or surveys with respect to particular assets (including extensions beyond the
Effective Date for the perfection of security interests in the assets of the Loan Parties on such
date) where it reasonably determines, in consultation with the Borrower, that perfection cannot be
accomplished without undue effort or expense by the time or times at which it would otherwise be
required by this Agreement or the Security Documents. Notwithstanding the foregoing provisions of
this definition or anything in this Agreement or any other Loan Document to the contrary, Liens
required to be granted from time to time pursuant to the Collateral and Guarantee Requirement shall
be subject to exceptions and limitations set forth in the Security Documents.




          “Commitment” means a Revolving Commitment, a Tranche B Commitment, a Delayed Draw
Commitment, a Commitment in respect of an Incremental Extension of Credit (if any) or any
combination thereof (as the context requires).




          “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period
plus





     (a) without duplication and to the extent deducted in determining such Consolidated Net
Income for such period, the sum of: (i) consolidated interest expense (and solely for
purposes of calculating the Fixed Charge Coverage Ratio, other Fixed Charges) of the
Borrower and its Restricted Subsidiaries for such period and, to the extent not reflected in
such total interest expense, increased by payments made in respect of hedging obligations or
other derivative instruments entered into for the purpose of hedging interest rate risk,
minus any payments received in respect of such hedging obligations or other derivative
instruments, (ii) consolidated tax expense of the Borrower and its Restricted Subsidiaries
based on income, profits or capital, including state, franchise, capital and similar taxes
and withholding taxes paid or accrued during such period, (iii) all amounts attributable to
depreciation and amortization expense of the Borrower and its Restricted Subsidiaries for
such period, (iv) any Non-Cash Charges for such period, (v) Transaction Costs made or
incurred by the Borrower and its Restricted Subsidiaries in connection with the Transactions
that are paid, accrued or reserved for within 365 days of the consummation of the
Transactions, (vi) any non-recurring fees, cash charges and other cash expenses (A) made or
incurred by the Borrower and its Restricted Subsidiaries in connection with any Permitted
Acquisition, including severance, relocation and facilities closing costs, that are paid,
accrued or reserved for within 365 days of such transaction or (B) incurred in connection
with the issuance of Equity Interests or Indebtedness or the extinguishment of Indebtedness,
(vii) cash expenses incurred during such period in connection with a Permitted Acquisition
to the extent that such expenses are reimbursed in cash during such period pursuant to
indemnification provisions



-8-









 







of any agreement relating to such transaction, (viii) fees paid to any Sponsor or Sponsor
Affiliate under Section 6.09(i) and (ix) cash expenses incurred during such period in
connection with extraordinary casualty events to the extent such expenses are reimbursed in
cash by insurance during such period minus




     (b) without duplication and to the extent included in determining such Consolidated Net
Income, (i) any cash payments made during such period in respect of Non-Cash Charges
described in clause (a)(iv) taken in a prior period or taken in such period and (ii) any
non-cash items of income for such period, all determined on a consolidated basis in
accordance with GAAP, and




     (c) (without duplication) plus unrealized losses and minus unrealized
gains in each case in respect of Swap Agreements, as determined in accordance with GAAP.


The Borrower’s Consolidated EBITDA for the fiscal quarters ended September 30, 2006, December 31,
2006 and March 31, 2007 shall be $40.492 million, $41.661 million and $45.147 million, respectively
(subject to adjustment on a Pro Forma Basis for transactions other than the Transactions);
provided that if the Borrower’s financial statements with respect to any of the foregoing
periods shall be restated or otherwise amended, Consolidated EBITDA shall be adjusted for such
periods to the extent necessary to give effect to such restatement or amendment.




          For the purpose of the definition of Consolidated EBITDA, “Non-Cash Charges” means (a)
losses on asset sales, disposals or abandonments, (b) any impairment charge or asset write-off or
write-down related to intangible assets, long-lived assets, and investments in debt and equity
securities pursuant to GAAP, (c) all losses from investments recorded using the equity method, (d)
stock-based awards compensation expense, and (e) other non-cash charges (provided that if any
non-cash charges, expenses and write-downs referred to in this clause (e) represent an accrual or
reserve for potential cash items in any future period, the cash payment in respect thereof in such
future period shall be subtracted from Consolidated EBITDA to such extent, and excluding
amortization of a prepaid cash item that was paid in a prior period).




          “Consolidated Net Income” means, with respect to any specified Person for any period,
the aggregate of the Net Income of such specified Person and its Restricted Subsidiaries for such
period, on a consolidated basis, determined in accordance with GAAP; provided that:





     (1) the Net Income (but not loss) of any other Person that is not a Restricted
Subsidiary of such specified Person or that is accounted for by the equity method of
accounting will be excluded; provided that Consolidated Net Income of the Borrower will be
increased by the amount of dividends or other distributions or other payments actually paid
in cash (or to the extent converted into cash) or Permitted Investments to the Borrower or a
Restricted Subsidiary thereof in respect of such period, to the extent not already included
therein;




     (2) solely for purposes of determining the “Available Amount”, the Net Income for such
period of any Restricted Subsidiary (other than any Guarantor) shall be excluded to the
extent that the declaration or payment of dividends or similar distributions by that
Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted
without any prior governmental approval (which has not been obtained) or, directly or
indirectly, by the operation of the terms of its charter or any agreement, instrument,
judgment, decree, order, statute, rule, or governmental regulation applicable to that
Restricted Subsidiary or its stockholders, unless such restriction with respect to the
payment of dividends or similar distributions has been legally waived; provided that,
Consolidated Net Income of the Borrower shall be increased by the amount of dividends or
other distributions or other payments actually paid in cash (or to
the ex-



-9-









 







tent converted into cash) or Permitted Investments to the Borrower or a Qualified
Restricted Subsidiary in respect of such period, to the extent not already included therein;




     (3) the cumulative effect of a change in accounting principles will be excluded;




     (4) the amortization of any premiums, fees or expenses incurred in connection with the
Transactions or any amounts required or permitted by Accounting Principles Board Opinions
Nos. 16 (including non-cash write-ups and non-cash charges relating to inventory and fixed
assets, in each case arising in connection with the Transactions) and 17 (including non-cash
charges relating to intangibles and goodwill), in each case in connection with the
Transactions, will be excluded;




     (5) any gain or loss, together with any related provision for taxes on such gain or
loss, realized in connection with: (a) any sales of assets out of the ordinary course of
business; or (b) the disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its
Restricted Subsidiaries will be excluded;




     (6) any extraordinary gain or loss, together with any related provision for taxes on
such extraordinary gain or loss will be excluded;




     (7) income or losses attributable to discontinued operations (including, without
limitation, operations disposed during such period whether or not such operations were
classified as discontinued) will be excluded;




     (8) any non-cash charges (i) attributable to applying the purchase method of accounting
in accordance with GAAP, (ii) resulting from the application of FAS 142 or FAS 144, and
(iii) relating to the amortization of intangibles resulting from the application of FAS 141,
will be excluded;




     (9) all non-cash charges relating to employee benefit or other management or stock
compensation plans of the Borrower or a Restricted Subsidiary (excluding any such non-cash
charge to the extent that it represents an accrual of or reserve for cash expenses in any
future period or amortization of a prepaid cash expense incurred in a prior period) will be
excluded to the extent that such non-cash charges are deducted in computing such
Consolidated Net Income; provided, further, that if the Borrower or any Restricted
Subsidiary of the Borrower makes a cash payment in respect of such non-cash charge in any
period, such cash payment will (without duplication) be deducted from the Consolidated Net
Income of the Borrower for such period; and




     (10) all unrealized gains and losses relating to hedging transactions and
mark-to-market of Indebtedness denominated in foreign currencies resulting from the
application of FAS 52 shall be excluded.



          “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.




          “Cumulative Consolidated Net Income” means, as of any date of determination,
Consolidated Net Income of the Borrower and its Restricted Subsidiaries for the period (taken as
one accounting period) commencing on April 1, 2007 and ending on the last day of the most recent
fiscal quarter for which financial statements required to be delivered pursuant to Section 5.01(a)
or (b) have been received



-10-









 






by the Administrative Agent; provided that the amount of Consolidated Net Income from
the final fiscal quarter of any fiscal year shall only be included in such calculation to the
extent that Section 2.11(d) has been complied with for such fiscal year.




          “Default” means any event or condition that constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.




          “Delayed Draw Availability Period” means the period commencing on the Effective Date
and ending on December 31, 2008.




          “Delayed Draw Commitment” means, with respect to each Lender, the commitment, if any,
of such Lender to make a Delayed Draw Term Loan hereunder from time to time during the Delayed Draw
Availability Period, expressed as an amount representing the maximum principal amount of the
Delayed Draw Term Loan to be made by such Lender hereunder, as such commitment may be (a) reduced
from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s
Delayed Draw Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Delayed Draw Commitment, as applicable. The
initial aggregate amount of the Lenders’ Delayed Draw Commitments is $100,000,000.




          “Delayed Draw Commitment Fee Rate” means 1.25% per annum, with such rate increasing by
0.25% at the beginning of each fiscal quarter starting at the beginning of the third fiscal quarter
ending after the Effective Date up to a maximum of 1.75% per annum.




          “Delayed Draw Lender” means a Lender with a Delayed Draw Commitment or an outstanding
Delayed Draw Term Loan.




          “Delayed Draw Maturity Date” means the seventh anniversary of the Effective Date.




          “Delayed Draw Term Loan” means a Loan made pursuant to Section 2.01(b).




          “Designation Date” has the meaning set forth in Section 5.15(a).




          “Disqualified Equity Interests” means any Equity Interest that, by its terms (or by
the terms of any security into which it is convertible, or for which it is exchangeable, in each
case, at the option of the holder of the Equity Interest), or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
redeemable at the option of the holder of the Equity Interest, in whole or in part, other than in
each case solely in exchange for Qualified Equity Interests, on or prior to the date that is 90
days after the Tranche B Maturity Date. Notwithstanding the preceding sentence, (x) any Equity
Interest that would constitute Disqualified Equity Interests solely because the holders of the
Equity Interest have the right to require the Borrower or the Subsidiary that issued such Equity
Interest to repurchase such Equity Interest upon the occurrence of a change of control or an asset
sale will not constitute Disqualified Equity Interests if the terms of such Equity Interest provide
that the Borrower may not repurchase such Equity Interest unless the Borrower would be permitted to
do so in compliance with Section 6.08, (y) any Equity Interest that would constitute Disqualified
Equity Interests solely as a result of any redemption feature that is conditioned upon, and subject
to, compliance with Section 6.08 will not constitute Disqualified Equity Interests and (z) any
Equity Interest issued to any plan for the benefit of employees will not constitute Disqualified
Equity Interests solely because it may be required to be repurchased by the Borrower or the
Subsidiary that issued such Equity Interest in order to satisfy applicable statutory or regulatory
obligations. The amount of Disqualified Equity Interests deemed to be outstanding at any time for
purposes of this Agreement will be the maximum amount



-11-









 






that the Borrower and its Restricted Subsidiaries may become obligated to pay upon the
maturity of, or pursuant to any mandatory redemption provisions of, such Disqualified Equity
Interests, exclusive of accrued dividends.




          “Documentation Agents” means Bear Stearns Corporate Lending Inc., SunTrust Bank and
UBS Securities LLC, as Co-Documentation Agents.




          “dollars” or “$” refers to lawful money of the United States of America.




          “Domestic Subsidiary” means any Subsidiary incorporated or organized under the laws of
the United States of America, any State thereof or the District of Columbia.




          “Effective Date” means April 19, 2007.




          “Environmental Laws” means all laws (including the common law), rules, regulations,
codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by or with any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the presence, management, Release or
threatened Release of any Hazardous Material, or to health and safety matters.




          “Environmental Liability” means liabilities, obligations, damages, claims, actions,
suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative
oversight costs, natural resource damages and medical monitoring, investigation or remediation
costs), whether contingent or otherwise, arising out of or relating to (a) compliance or
non-compliance with any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed with respect to any
of the foregoing.




          “Environmental Permit” means any permit, approval, identification number, license or
other authorization required under any Environmental Law.




          “Equity Contributions” has the meaning set forth in the preamble to this Agreement.




          “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person, and any warrants, options or other rights entitling the holder thereof to
purchase or acquire any such equity interest from the issuer thereof.




          “ERISA” means the Employee Retirement Income Security Act of 1974 and the regulations
promulgated thereunder, as amended from time to time.




          “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414 of the Code.




          “ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or
the regulations issued thereunder, with respect to a Plan (other than an event for which the 30 day
notice period is waived), (b) the failure to satisfy the minimum funding standard of Section 412 of
the Code or Section 302 of ERISA, whether or not waived, (c) the failure to make by its due date a
required installment under Section 412(m) of the Code (or Section 430(j) of the Code, as amended by
the Pension Protection Act of 2006) with respect to any Plan or the failure to make any required
contribution to a



-12-









 






Multiemployer Plan, (d) the filing pursuant to Section 412(d) of the Code or Section 303(d) of
ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (e)
the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, with
respect to the termination of any Plan, (f) the receipt by the Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan, (g) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any
Plan or Multiemployer Plan, (h) the receipt by the Borrower or any ERISA Affiliate of any notice,
or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is,
or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (i)
the “substantial cessation of operations” within the meaning of Section 4062(e) of ERISA with
respect to a Plan, (j) the making of any amendment to any Plan which could directly result in the
imposition of a lien or the posting of a bond or other security; or (k) the occurrence of a
nonexempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of
ERISA) which, individually or in the aggregate, is reasonably likely to result in a Material
Adverse Effect.




          “Eurodollar”, when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.




          “Event of Default” has the meaning set forth in Section 7.01.




          “Excess Cash Flow” means, for any fiscal year, the sum (without duplication) of:





     (a) Consolidated Net Income for such fiscal year, adjusted to exclude any gains or
losses attributable to Prepayment Events; plus




     (b) depreciation, amortization and other non-cash charges or losses (including deferred
income taxes) deducted in determining such Consolidated Net Income for such fiscal year;
plus




     (c) the amount, if any, by which Net Working Capital decreased during such fiscal year
(except as a result of reclassification of items from short-term to long-term);
minus




     (d) the sum of (i) any non-cash gains or non-cash items of income included in
determining Consolidated Net Income for such fiscal year plus (ii) the amount, if
any, by which Net Working Capital increased during such fiscal year (except as a result of
reclassification of items from long-term to short-term); minus




     (e) the amount of cash Capital Expenditures of the Borrower and its Restricted
Subsidiaries in such fiscal year financed with Internally Generated Funds; minus 




     (f) the aggregate principal amount of Long-Term Indebtedness repaid or prepaid by the
Borrower and its Restricted Subsidiaries during such fiscal year, excluding (i) Indebtedness
in respect of Revolving Loans, Swingline Loans and Letters of Credit (unless there is a
corresponding reduction in the aggregate Revolving Commitments), (ii) Tranche B Term Loans
prepaid pursuant to Section 2.11(a), (c) or (d), and (iii) repayments or prepayments of
Long-Term Indebtedness financed other than with Internally Generated Funds; minus



-13-









 






     (g) the amount of Restricted Payments made by a Loan Party in such fiscal year pursuant
to Sections 6.08(a)(iii) or (vii) financed with Internally Generated Funds; minus




     (h) cash Taxes paid in such fiscal year that did not reduce Consolidated Net Income for
such fiscal year; minus




     (i) cash payments financed with Internally Generated Funds made during such period in
respect of long-term liabilities other than Indebtedness; minus




     (j) without duplication of amounts deducted pursuant to clause (k) below in prior
fiscal years, the amount of Investments and acquisitions made during such period pursuant
to Section 6.04 financed with Internally Generated Funds (other than any Investment in
Holdings, the Borrower or any Restricted Subsidiary); minus




     (k) the amount of Restricted Payments paid during such period pursuant to Section
6.08(a)(viii), Section 6.08(a)(ix) or Section 6.08(b)(iii) financed with Internally
Generated Funds; minus




     (l) Transaction Costs made or incurred by the Borrower and its Restricted Subsidiaries
in connection with the Transactions that are paid, accrued or reserved for within 365 days
of the consummation of the Transactions; minus




     (m) any non-recurring fees, cash charges and other cash expenses financed with
Internally Generated Funds (A) made or incurred by the Borrower and its Restricted
Subsidiaries in connection with any Permitted Acquisition, including severance, relocation
and facilities closing costs, that are paid, accrued or reserved for within 365 days of such
transaction or (B) incurred in connection with the issuance of Equity Interests or
Indebtedness or the extinguishment of Indebtedness; minus




     (n) without duplication of amounts deducted from Excess Cash Flow in prior periods,
the aggregate consideration required to be paid in cash by the Company or any of the
Restricted Subsidiaries pursuant to binding contracts (the “Contract
Consideration”) entered into prior to or during such period relating to Permitted
Acquisitions or Capital Expenditures to be consummated or made during the period of four
consecutive fiscal quarters of the Company following the end of such period, provided that
to the extent the aggregate amount of internally generated cash actually utilized to
finance such Permitted Acquisitions during such period of four consecutive fiscal quarters
is less than the Contract Consideration, the amount of such shortfall shall be added to the
calculation of Excess Cash Flow at the end of such period of four consecutive fiscal
quarters; minus




     (o) cash payments made during such fiscal year in respect of non-cash charges that
increased Excess Cash Flow in any prior fiscal year.



          “Excess Net Proceeds” has the meaning set forth in Section 2.11(c).




          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, the
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by
the United States of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by



-14-









 






any other jurisdiction described in clause (a) above, (c) in the case of a Foreign Lender
(other than an assignee pursuant to a request by the Borrower under Section 2.19(b)), any
withholding tax that is in effect and would apply to amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new lending office),
except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time
of designation of a new lending office (or assignment), to receive additional amounts from the
Borrower with respect to any withholding tax pursuant to Section 2.17(a), (d) any withholding tax
that is attributable to a Lender’s failure to comply with Section 2.17(e), and (e) any penalty or
interest that is attributable to the foregoing taxes.




          “Executive Order” has the meaning set forth in Section 3.20.




          “Existing Credit Facilities” means the Existing Revolving Facility and the Existing
Term Facility.




          “Existing Extensions of Credit” has the meaning set forth in Section 2.20(c).




          “Existing Issuing Bank” means SunTrust Bank.




          “Existing Lender” has the meaning set forth in Section 2.20.




          “Existing Letters of Credit” means those letters of credit outstanding on the
Effective Date and listed on Schedule 1.01(a).




          “Existing Revolving Facility” means that certain Credit Agreement dated as of February
21, 2006, as amended, among USP Domestic Holdings Inc., as Borrower, the lenders and other parties
from time to time party thereto, and SunTrust Bank, as Administrative Agent.




          “Existing Term Facility” means that certain Credit Agreement dated as of August 7,
2006, as amended, among USP Domestic Holdings Inc., as Borrower, the lenders and other parties from
time to time party thereto, Bear Stearns Corporate Lending Inc., as Administrative Agent, and
SunTrust Bank, as Collateral Agent and Documentation Agent.




          “Facility-Level EBITDA” means, for any period, the sum of (a) Consolidated EBITDA of
the Borrower and its Restricted Subsidiaries, plus (b) minority interest in income of
consolidated Subsidiaries, plus (c) corporate level general and administrative expenses,
minus (d) equity in unconsolidated Affiliates, in each case for such period on a
consolidated basis determined in accordance with GAAP.




          “Fair Market Value” means the value that would be paid by a willing buyer to an
unaffiliated willing seller in a transaction not involving distress or necessity of either party,
determined in good faith by the Board of Directors, chief executive officer or chief financial
officer of the Borrower.




          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.




          “Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of the Borrower, in each case in his or her capacity as such.




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          “Financial Performance Covenant” means the covenant of the Borrower set forth in
Section 6.12.




          “Fixed Charge Coverage Ratio” means the ratio of (a) Consolidated EBITDA for the most
recent period of four consecutive fiscal quarters of the Borrower for which internal financial
statements are available ended prior to any applicable date to (b) the Fixed Charges of the
Borrower and its Restricted Subsidiaries for such period.




          “Fixed Charges” means, with respect to any specified Person for any period, the sum,
without duplication, of:





     (1) the consolidated interest expense of such Person and its Restricted Subsidiaries
for such period, net of interest income, whether paid or accrued, including, without
limitation, original issue discount, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments associated with
Capital Lease Obligations, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers’ acceptance financings, and net of the effect of all
cash payments made or received pursuant to hedging obligations in respect of interest rates,
and excluding amortization of deferred financing costs; plus




     (2) any interest on Indebtedness of another Person that is guaranteed by such Person or
one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of
its Restricted Subsidiaries, but only to the extent that such Guarantee or Lien is called
upon; plus




     (3) the product of (A) all cash dividends paid on any series of preferred stock of such
Person or any of its Restricted Subsidiaries (other than to any Loan Party or a Qualified
Restricted Subsidiary of the Borrower), in each case, determined on a consolidated basis in
accordance with GAAP multiplied by (B) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and local
statutory tax rate of the Borrower and its Restricted Subsidiaries expressed as a decimal.



          “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which the Borrower is located. For purposes of this definition, the United
States of America, each State thereof and the District of Columbia shall be deemed to constitute a
single jurisdiction.




          “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.




          “GAAP” means generally accepted accounting principles in the United States of America,
as in effect from time to time.




          “Government Programs” means (i) the Medicare and Medicaid Programs, (ii) the United
States Department of Defense Civilian Health Program for Uniformed Services and (iii) other similar
foreign or domestic Federal, state or local reimbursement or governmental health care programs.




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




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          “Guarantee” of or by any Person (the “Guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase
or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or lease property,
securities or services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity capital or any other
financial statement condition or liquidity of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation or (d) as an account party or applicant in
respect of any letter of credit or letter of guaranty issued to support such Indebtedness or
obligation, provided that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business. The amount of any Guarantee of any
guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which the Guarantee is made and (b) the
maximum amount for which such guaranteeing person may be liable pursuant to the terms of the
instrument embodying such Guarantee.




          “Hazardous Materials” means all explosive, radioactive, infectious, chemical,
biological, medical or toxic materials, and all other chemicals, materials, substances, wastes,
pollutants or contaminants in any form, including petroleum or petroleum byproducts, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas and all other materials,
substances or wastes of any nature regulated pursuant to any Environmental Law.




          “Holdings” has the meaning set forth in the preamble to this Agreement.




          “Inactive Subsidiary” means a wholly owned Domestic Subsidiary that (a) conducts no
business operations, (b) has total assets with a Fair Market Value of not more than $500,000
individually and not more than $5,000,000 in the aggregate and (c) has no Indebtedness outstanding.




          “Incremental Extensions of Credit” has the meaning set forth in Section 2.20.




          “Incremental Facility Amendment” has the meaning set forth in Section 2.20.




          “Incremental Facility Closing Date” has the meaning set forth in Section 2.20.




          “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person upon which interest charges are customarily paid, (d) all obligations of such Person
under conditional sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred purchase price of property or
services (excluding trade accounts payable and accrued obligations incurred in the ordinary course
of business), (f) all obligations of others secured by (or for which the holder of such obligations
has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the obligations secured thereby have been assumed, but
limited, in the event such secured obligations are nonrecourse to such Person, to the fair value of
such property, (g) all Guarantees by such Person of the Indebtedness of any other Person, (h) all
Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such
Person as an account party or applicant in respect of letters of credit and letters of guaranty,
(j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and
(k) all obligations of such Person in respect of Disqualified Equity Interests. The Indebtedness
of any Person shall include the Indebtedness of any other entity (including any partnership in
which such Person is a general



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partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. Notwithstanding the foregoing, the
term “Indebtedness” shall not include post-closing payment adjustments, earn-outs or non-compete
payments to which the seller in any Permitted Acquisition is or may become entitled or amounts that
any member of management, the employees or consultants of Holdings, the Borrower or any of the
Subsidiaries may become entitled to under any cash incentive plan in existence from time to time.




          “Indemnified Taxes” means Taxes other than Excluded Taxes.




          “Indemnitee” has the meaning set forth in Section 9.03(b).




          “Information” has the meaning set forth in Section 9.12.




          “Information Memorandum” means the Confidential Information Memorandum dated March
2007, relating to Holdings, the Borrower, its subsidiaries and the Transactions.




          “Insurance Subsidiary” means a Subsidiary of the Borrower established for the sole
purpose of providing insurance benefits to the Borrower and its Subsidiaries.




          “Interest Election Request” means a request by the Borrower to convert or continue a
Revolving Borrowing or a Term Borrowing in accordance with Section 2.07, provided that a
written Interest Election Request shall be substantially in the form of Exhibit F, or such
other form as shall be approved by the Administrative Agent.




          “Interest Payment Date” means (a) with respect to any ABR Loan (including a Swingline
Loan), the last day of each March, June, September and December and (b) with respect to any
Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three
months’ duration, each day prior to the last day of such Interest Period that occurs at intervals
of three months’ duration after the first day of such Interest Period.




          “Interest Period” means, with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter (or nine or twelve months
thereafter if, at the time of the relevant Borrowing, all Lenders participating therein agree to
make an interest period of such duration available), as the Borrower may elect, provided
that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period
shall be extended to the next succeeding Business Day unless such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the next
preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of the last calendar
month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the
date on which such Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing.




          “Internally Generated Funds” means any amount expended by the Borrower and its
Restricted Subsidiaries and not representing (i) the proceeds of Capital Lease Obligations or
Long-Term Indebtedness (other than Indebtedness under a revolving line of credit, including the
Revolving Loans), (ii) the proceeds of the issuance of Equity Interests (or capital contributions
in respect thereof) or (iii) Net



-18-









 






Proceeds from a Prepayment Event or other credit received from a disposition, sale or other
transfer or exchange of assets outside the ordinary course of business.




          “Investment” has the meaning set forth in Section 6.04.




          “IPO” means a bona fide underwritten initial public offering of Equity Interests of
Holdings, the Borrower or a Parent after the Effective Date.




          “IP Rights” has the meaning set forth in Section 3.21.




          “Issuing Bank” means Citibank, N.A. or such other Lender designated as an “Issuing
Bank” pursuant to Section 2.05(k) and, with respect to each Existing Letter of Credit, the Existing
Issuing Bank. The Issuing Bank may, in its discretion, arrange for one or more Letters of Credit
to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing Bank” shall include
any such Affiliate with respect to Letters of Credit issued by such Affiliate.




          “LC Disbursement” means a payment made by the Issuing Bank pursuant to a Letter of
Credit.




          “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The
LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the aggregate
LC Exposure at such time.




          “Lenders” means the Persons listed on Schedule 2.01 and any other Person that
shall have become a party hereto pursuant to an Assignment and Assumption or an Incremental
Facility Amendment, other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the
Swingline Lender.




          “Letter of Credit” means any letter of credit issued pursuant to this Agreement or any
Existing Letter of Credit.




          “Leverage Ratio” means, on any date, the ratio of (a) Total Indebtedness on such date
to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ended
on such date (or, if such date is not the last day of a fiscal quarter, ended on the last day of
the fiscal quarter of the Borrower most recently ended prior to such date).




          “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
the rate appearing on Page 3750 of the Dow Jones Market Service (or on any successor or substitute
page of such service, or any successor to or substitute for such service, providing rate quotations
comparable to those currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of interest rates
applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar
Borrowing for such Interest Period shall be the rate at which dollar deposits for a comparable
amount and for a maturity comparable to such Interest Period are offered by the principal London
office of the Administrative Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest
Period.




-19-









 








          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset or other
arrangement to provide priority or preference with respect to such asset, (b) the interest of a
vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement
(or any financing lease having substantially the same economic effect as any of the foregoing)
relating to such asset or (c) in the case of securities, any purchase option, call or similar right
of a third party (other than customary rights of first refusal and tag, drag and similar rights in
joint venture agreements (other than any such agreement in respect of any Subsidiary)) with respect
to such securities.




          “Limitation” means a revocation, suspension, termination, impairment, probation,
limitation, nonrenewal, forfeiture, declaration of ineligibility, loss of status as a participating
provider in any Third Party Payor Arrangement, and the loss of any other rights.




          “Loan Documents” means this Agreement, the promissory notes, if any, executed and
delivered pursuant to Section 2.09(e), any Incremental Facility Amendment, the Collateral Agreement
and the other Security Documents.




          “Loan Parties” means Holdings (other than for purposes of Article VI and terms used
therein), the Borrower and the Subsidiary Loan Parties.




          “Loans” means the loans made by the Lenders to the Borrower pursuant to this Agreement
or an Incremental Facility Amendment.




          “Long-Term Indebtedness” means any Indebtedness that, in accordance with GAAP,
constitutes (or, when incurred, constituted) a long-term liability.




          “Material Adverse Effect” means a material adverse effect on (a) the business,
operations, assets, properties, contingent liabilities or condition (financial or otherwise) of
Holdings, the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability of any
Loan Party to perform any obligation under any Loan Document or (c) the rights of or benefits
available to the Lenders and Agents under any Loan Document or the ability of the Agent and the
Lenders to enforce the Loan Documents.




          “Material Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or more of Holdings,
the Borrower and the Restricted Subsidiaries in an aggregate principal amount, individually or in
the aggregate, exceeding $20,000,000. For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of the Borrower or any Restricted Subsidiary in respect of
any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting
agreements) that the Borrower or such Restricted Subsidiary would be required to pay if such Swap
Agreement were terminated at such time.




          “Maximum Rate” has the meaning set forth in Section 9.13.




          “Medicare and Medicaid Programs” means the programs established under Title XVIII and
XIX of the Social Security Act and any successor programs performing similar functions.




          “Merger” has the meaning set forth in the preamble to this Agreement.




          “Merger Agreement” has the meaning set forth in the preamble to this Agreement.




          “Merger Consideration” has the meaning set forth in the preamble to this Agreement.




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          “Moody’s” means Moody’s Investors Service, Inc.




          “Mortgage” means a mortgage, deed of trust, assignment of leases and rents or other
security document granting a Lien on any Mortgaged Property to secure the Obligations. Each
Mortgage shall be reasonably satisfactory in form and substance to the Collateral Agent.




          “Mortgaged Property” means each parcel of or other interests in real property owned by
a Loan Party and improvements thereto owned by a Loan Party with respect to which a Mortgage is
granted pursuant to Section 4.01, 5.12 or 5.13. In no event shall Mortgaged Property include, or
shall any Loan Party be obligated to grant a Mortgage with respect to, any leasehold.




          “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions.




          “Net Income” means, with respect to any specified Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in respect of preferred
stock dividends.




          “Net Proceeds” means, with respect to any event, (a) the cash proceeds received in
respect of such event including (i) any cash received in respect of any non-cash proceeds
(including any cash payments received by way of deferred payment of principal pursuant to a note or
installment receivable or purchase price adjustment receivable or otherwise, but excluding any
interest payments), but only as and when received, (ii) in the case of a casualty, insurance
proceeds and (iii) in the case of a condemnation or similar event, condemnation awards and similar
payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket expenses paid to third
parties (other than Affiliates) in connection with such event, (ii) in the case of a sale, transfer
or other disposition of an asset (including pursuant to a sale and leaseback transaction or a
casualty or a condemnation or similar proceeding), (X) the amount of all payments required to be
made as a result of such event to repay Indebtedness (other than Loans) secured by such asset or
otherwise subject to mandatory prepayment as a result of such event and, in the case of any such
sale, transfer or other disposition of an asset of a Subsidiary that is not a Guarantor, the amount
of any repayments of Indebtedness of such Subsidiary other than intercompany Indebtedness made with
the proceeds of such sale, transfer or other disposition and (Y) in the event that a Restricted
Subsidiary makes a pro rata payment of dividends to all of its stockholders from any cash proceeds,
the amount of dividends paid to any stockholder other than the Borrower or any other Restricted
Subsidiary, provided that any cash proceeds of a sale, transfer or other disposition of an
asset by a Subsidiary that is not a Subsidiary Loan Party that are subject to legal or contractual
restrictions on repatriation to the Borrower will not be considered Net Proceeds for so long as
such proceeds are subject to such restrictions; provided however that any such contractual
restrictions on repatriation were not entered into in contemplation of such sale, transfer or other
disposition of assets and (iii) the amount of all taxes paid (or reasonably estimated to be
payable) and the amount of any reserves established to fund liabilities reasonably estimated to be
payable, in each case during the year that such event occurred or the next succeeding year and that
are directly attributable to such event (as determined reasonably and in good faith by a Financial
Officer), provided that no net proceeds calculated in accordance with the foregoing of less
than $500,000 realized in a single transaction or series of related transactions shall constitute
Net Proceeds.




          “Net Working Capital” means, at any date, (a) the consolidated current assets of the
Borrower and its Restricted Subsidiaries as of such date (excluding cash and Permitted Investments
and current deferred tax assets) minus (b) the consolidated current liabilities of the
Borrower and its Restricted Subsidiaries as of such date (excluding current liabilities in respect
of Indebtedness and current deferred tax liabilities). Net Working Capital at any date may be a
positive or negative number. Net Working



-21-









 






Capital increases when it becomes more positive or less negative and decreases when it becomes
less positive or more negative.




          “Non-Cash Charges” has the meaning specified in the definition of the term
“Consolidated EBITDA.”




          “Non-Consenting Lender” has the meaning set forth in Section 9.02(b).




          “Non-Consolidated Entity” means each of the operating partnerships, limited liability
companies, limited liability partnerships, joint ventures or similar entities in which the Borrower
or its Restricted Subsidiaries, directly or indirectly, own Equity Interests, other than
Subsidiaries.




          “NPL” means the National Priorities List under CERCLA.




          “Obligations” has the meaning set forth in the Collateral Agreement.




          “OFAC” has the meaning set forth in Section 3.20.




          “Other Taxes” means any and all present or future recording, stamp, documentary,
excise, transfer, sales, property or similar Taxes, charges or levies arising from any payment made
under any Loan Document or from the execution, delivery or enforcement of, or from the filing or
recording of or otherwise with respect to the exercise by the Administrative Agent or the Lenders
of their rights under, any Loan Document.




          “Parent” means any direct or indirect parent of which Holdings is a wholly owned
subsidiary.




          “Participant” has the meaning set forth in Section 9.04(c).




          “Participant Register” has the meaning set forth in Section 9.04(c).




          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.




          “Perfection Certificate” means a certificate in the form of Exhibit D or any
other form approved by the Collateral Agent.




          “Permitted Acquisitions” means any acquisition by the Borrower or any Qualified
Restricted Subsidiary of Equity Interests in, all or substantially all the assets of, or all or
substantially all the assets constituting a division or line of business of, a Person (that in the
case of an acquisition of Equity Interests, is or becomes a Qualified Restricted Subsidiary) if (a)
such acquisition was not preceded by, or consummated pursuant to, a hostile offer (including a
proxy contest), (b) no Default has occurred and is continuing or would result therefrom, (c) such
acquisition and all transactions related thereto are consummated in accordance in all material
respects with all applicable laws, (d) any Person or assets or division as acquired in accordance
herewith shall be in similar lines of business or lines of business related to or incidental to
those businesses in which the Borrower and/or its Restricted Subsidiaries are engaged as of the
Effective Date, (e) the Borrower is in compliance with the Financial Performance Covenant (such
covenant to be applied even if no Revolving Loan or Swingline Loan and less than $7.5 million of LC
Exposure is outstanding) on a Pro Forma Basis after giving effect to such Permitted Acquisition and
(f) the Borrower has delivered to the Administrative Agent an officer’s certificate to the effect
set forth in



-22-









 






clauses (a), (b), (c), (d) and (e) above, together with, if such acquisition exceeds
$1,000,000 in aggregate consideration, all relevant financial information for the Person or assets
to be acquired.




          “Permitted Encumbrances” means:





     (a) Liens imposed by law for taxes that are not yet due or are being contested in
compliance with Section 5.05;




     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, construction
contractors and other like Liens imposed by law, arising in the ordinary course of business
and securing obligations that are not overdue by more than 30 days or that are being
contested in good faith;




     (c) (i) pledges and deposits made in the ordinary course of business in compliance with
workers’ compensation, unemployment insurance and other social security laws or regulations
and (ii) pledges and deposits in the ordinary course of business securing liability for
reimbursement or indemnification obligations of (including obligations in respect of letters
of credit or bank guarantees for the benefit of) insurance carriers providing property,
casualty or liability insurance to Holdings, the Borrower or any Restricted Subsidiary;




     (d) deposits to secure the performance of bids, trade contracts, government contracts,
leases, statutory obligations, surety, stay, customs and appeal bonds, performance bonds and
other obligations of a like nature (including those to secure health, safety and
environmental obligations);




     (e) judgment liens in respect of judgments that do not constitute an Event of Default
under Section 7.01(k);




     (f) easements, zoning restrictions, rights-of-way, encroachments, protrusions, minor
defects or irregularities of title and other similar encumbrances on real property imposed
by law or arising in the ordinary course of business that do not secure any monetary
obligations and do not either detract from the value of the affected property or interfere
with the ordinary conduct of business of the Borrower or any Restricted Subsidiary, in each
case in any material respect;




     (g) landlords’ and lessors’ and other like Liens in respect of rent not in default;




     (h) any Liens shown on the title insurance policies in favor of the Collateral Agent
insuring the Liens of the Mortgages;




     (i) leases or subleases which are subordinate in all respects to the Lien of any
Mortgage and, in the case of any lease or sublease entered into after the Effective Date
affecting any Mortgaged Property, such lease or sublease shall also be entered into in
compliance with the provisions of the applicable Mortgage and (ii) do not, individually or
in the aggregate, (A) interfere in any material respect with the ordinary conduct of the
business of the Borrower or any Restricted Subsidiary or (B) materially impair the use (for
its intended purposes) or the value of the assets or property subject thereto; and




     (j) Liens securing the Obligations;


provided that the term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.




-23-









 








          “Permitted Investments” means:





     (a) direct obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United States of
America), in each case maturing within one year from the date of acquisition thereof;




     (b) investments in commercial paper maturing within 365 days from the date of
acquisition thereof and having, at such date of acquisition, a credit rating from S&P or
Moody’s of at least A2 or P2, respectively;




     (c) investments in certificates of deposit, banker’s acceptances and time deposits
maturing within 365 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State
thereof that has a combined capital and surplus and undivided profits of not less than
$500,000,000;




     (d) fully collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause (a) above and entered into with a financial institution
satisfying the criteria described in clause (c) above; and




     (e) investments in money market funds that comply with the criteria set forth in SEC
Rule 2a-7 under the Investment Company Act of 1940, as amended, substantially all of whose
assets are invested in investments of the type described in clauses (a) through (d) above.



          “Permitted Investors” means (i) the Sponsor and its Sponsor Affiliates (including any
investment partnership under common Control with the Sponsor), (ii) any officer, director,
employee, partner, member of stockholder of the manager or general partner of the foregoing
persons, and (iii) any Related Parties with respect to any of the foregoing persons.




          “Permitted Payment Restriction” means any consensual encumbrance or restriction (each,
a “restriction”) on the ability of any Restricted Subsidiary to (a) pay dividends or make any other
distributions on its Equity Interest to the Borrower or a Restricted Subsidiary or pay any
Indebtedness owed to the Borrower or a Restricted Subsidiary or (b) make any loans or advances to
the Borrower or a Restricted Subsidiary, which restriction satisfies all of the following
conditions: (i) (A) such restriction becomes effective only upon the occurrence of (x) specified
events under its charter or (y) a default by such Restricted Subsidiary in the payment of principal
of or interest, a bankruptcy default, a default on any financial covenant or any other material
default, in each case on Indebtedness that was incurred by such Restricted Subsidiary in compliance
with Section 6.01 or (B) such restriction is permitted under the UK Facility as in effect on the
Effective Date and (ii) such restriction would not materially impair the Borrower’s ability to make
scheduled payments of cash interest and to make required principal payments on the Loans, as
determined in good faith by the Board of Directors whose determination shall be conclusive.




          “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.




          “Plan” means any employee pension benefit plan subject to the provisions of Title IV
or Section 302 of ERISA or Section 412 of the Code, and in respect of which the Borrower or any
ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed
to be) an “employer” as defined in Section 3(5) of ERISA.




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          “Prepayment Event” means:





     (a) any sale, transfer or other disposition (excluding pursuant to a sale and leaseback
transaction permitted under Section 6.06) of any property or asset of Holdings, the Borrower
or any Restricted Subsidiary resulting in Net Proceeds in excess of $250,000 (in any single
transaction or series of related transactions), other than dispositions described in clauses
(a)(i), (b), (c), (d), (h), (i), (j) and (k) of Section 6.05; or




     (b) any casualty or other insured damage to, or any taking under power of eminent
domain or by condemnation or similar proceeding of, any property or asset of Holdings, the
Borrower or any Restricted Subsidiary resulting in Net Proceeds in excess of $1,000,000; or




     (c) the incurrence by Holdings, the Borrower or any Restricted Subsidiary of any
Indebtedness, other than Indebtedness permitted under Section 6.01 or, in the case of
Holdings, Section 6.03(c), or permitted by the Required Lenders pursuant to Section 9.02;




     provided that any Prepayment Event at a UK Subsidiary shall only constitute a
Prepayment Event after the terms of the UK Facility have been complied with.



          “Prime Rate” means the rate of interest per annum publicly announced from time to time
by Citibank, N.A. as its base rate in effect for dollars at its principal office in New York, New
York; each change in the Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.




          “Pro Forma Basis” means, for purposes of calculating the Fixed Charge Coverage Ratio,
the Secured Leverage Ratio, the Leverage Ratio or Facility-Level EBITDA (the “Relevant
Calculation”) for any period, in the event that the Borrower or any of its Restricted Subsidiaries
incurs, assumes, guarantees, repays, repurchases, redeems, defeases or otherwise discharges any
Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems
preferred stock or Disqualified Equity Interests subsequent to the commencement of the period for
which the Relevant Calculation is being calculated and on or prior to the date on which the event
for which the Relevant Calculation is made, then the Relevant Calculation will be calculated giving
pro forma effect to such incurrence, assumption, guarantee, repayment, repurchase, redemption,
defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of
preferred stock or Disqualified Equity Interests, and the use of the proceeds therefrom, as if the
same had occurred at the beginning of the applicable four-quarter reference period.




          In addition, for purposes of the Relevant Calculation:





     (1) Investments, acquisitions, mergers, consolidations and dispositions that have been
made by the Borrower or any of its Restricted Subsidiaries, or any Person or any of its
Restricted Subsidiaries acquired by, merged or consolidated with the Borrower or any of its
Restricted Subsidiaries, and including any related financing transactions and including
increases in ownership of Restricted Subsidiaries, during the four-quarter reference period
or subsequent to such reference period and on or prior to the Calculation Date will be given
pro forma effect, including giving effect to Pro Forma Cost Savings, as if they had occurred
on the first day of the four-quarter reference period;




     (2) the Consolidated EBITDA attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded;



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     (3) the Fixed Charges attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses (and ownership interests therein)
disposed of prior to the Calculation Date, will be excluded, but only to the extent that the
obligations giving rise to such Fixed Charges will not be obligations of the Borrower or any
of its Restricted Subsidiaries following the Calculation Date;




     (4) any Person that is a Restricted Subsidiary on the Calculation Date will be deemed
to have been a Restricted Subsidiary at all times during such four-quarter period;




     (5) any Person that is not a Restricted Subsidiary on the Calculation Date will be
deemed not to have been a Restricted Subsidiary at any time during such four-quarter period;
and




     (6) if any Indebtedness bears a floating rate of interest, the interest expense on such
Indebtedness will be calculated as if the rate in effect on the Calculation Date had been
the applicable rate for the entire period (taking into account any Swap Agreement applicable
to such Indebtedness).



          For purposes of this definition, whenever pro forma effect is given to a transaction, the pro
forma calculations shall be made in good faith by a Financial Officer. For purposes of determining
whether any Indebtedness constituting a Guarantee may be incurred, the interest on the Indebtedness
to be guaranteed shall be included in calculating the Fixed Charge Coverage Ratio on a Pro Forma
Basis. Interest on a Capital Lease Obligation shall be deemed to accrue at an interest rate
reasonably determined by a Financial Officer to be the rate of interest implicit in such Capital
Lease Obligation in accordance with GAAP. For purposes of making the computation referred to
above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis
shall be computed based upon the average daily balance of such Indebtedness during the applicable
period. Interest on Indebtedness that may optionally be determined at an interest rate based upon
a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be
deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional
rate chosen as the Borrower may designate.




          “Pro Forma Cost Savings” means, with respect to any period, the reduction in net costs
and related adjustments that (i) were directly attributable to an acquisition, merger,
consolidation or disposition that occurred during the four-quarter reference period or subsequent
to the four-quarter reference period and on or prior to the Calculation Date and calculated on a
basis that is consistent with Regulation S-X under the Securities Act of 1933 as in effect and
applied as of the Effective Date, (ii) were actually implemented by the business that was the
subject of any such acquisition, merger, consolidation or disposition within 12 months after the
date of the acquisition, merger, consolidation or disposition and prior to the Calculation Date
that are supportable and quantifiable by the underlying accounting records of such business or
(iii) for all purposes other than determining the “Applicable Rate”, relate to the business that is
the subject of any such acquisition, merger, consolidation or disposition and that the Borrower
reasonably determines are probable based upon specifically identifiable actions to be taken within
12 months of the date of the acquisition, merger, consolidation or disposition and, in the case of
each of (i), (ii) and (iii), are described in a certificate signed by a Financial Officer, as if
all such reductions in costs had been effected as of the beginning of such period.




          “Proposed Change” has the meaning set forth in Section 9.02(b).




          “Qualified Equity Interests” means any Equity Interests that are not Disqualified
Equity Interests.




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          “Qualified Holdings Debt” means unsecured Indebtedness of Holdings or a Parent that
(a) is not subject to any Guarantee by the Borrower or any Subsidiary, (b) does not mature prior to
the date that is 180 days after the Tranche B Maturity Date, (c) has no scheduled amortization or
payments of principal prior to such 180th day (it being understood that such Indebtedness may have
mandatory prepayment, repurchase or redemption provisions satisfying the requirements of clause (d)
hereof), (d) has mandatory prepayment, repurchase or redemption, covenant, default and remedy
provisions customary for senior notes of an issuer that is the parent of a borrower under senior
secured credit facilities and in any event, with respect to default and remedy provisions, not
materially more restrictive than those set forth in the Senior Subordinated Notes, taken as a whole
(other than provisions customary for senior notes of a holding company) and (e) if applicable, has
subordination provisions and other non-pricing terms and conditions that are no less favorable to
the Lenders than the analogous provisions of the Senior Subordinated Notes.




          “Qualified Restricted Subsidiary” means any Restricted Subsidiary that satisfies all
of the following requirements: (1) except for Permitted Payment Restrictions, there are no
restrictions, directly or indirectly, on the ability of such Restricted Subsidiary to pay dividends
or make distributions to the holders of its Equity Interests; (2) except to the extent restricted
pursuant to a Permitted Payment Restriction, such Restricted Subsidiary customarily declares and
pays regular monthly, 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
Restricted Subsidiary 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 the good faith judgment of such individuals, may be
necessary so that the business of such Restricted Subsidiary may be properly and advantageously
conducted at all times, and the Borrower intends to cause such Restricted Subsidiary to continue to
declare and pay such regular dividends or distributions in the manner set forth above; and (3) the
Equity Interests of such Restricted Subsidiary consist solely of (A) Equity Interests owned by the
Borrower and its Qualified Restricted Subsidiaries, (B) Equity Interests owned by Strategic
Investors and (C) directors’ qualifying shares.




          “Register” has the meaning set forth in Section 9.04(b).




          “Reimbursement Approvals” means, with respect to all Government Programs, any and all
certifications, provider numbers, provider agreements, participation agreements, accreditations and
any other similar agreements with or approvals by any Governmental Authority or other Person.




          “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents, trustees and advisors of such
Person and such Person’s Affiliates.




          “Release” means any release, spill, emission, leaking, dumping, injection, pouring,
deposit, disposal, discharge, dispersal, leaching or migration into or through the environment or
within or upon any building, structure, facility or fixture.




          “Repayment” has the meaning set forth in the preamble to this Agreement.




          “Required Lenders” means, at any time, Lenders having Revolving Exposures, Term Loans,
Loans in respect of Incremental Extensions of Credit (if any) and unused Commitments representing
more than 50% of the aggregate Revolving Exposures, outstanding Term Loans, outstanding Loans in
respect of Incremental Extensions of Credit (if any) and unused Commitments at such time.




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          “Required Revolving Lenders” means, at any time, Revolving Lenders having Revolving
Exposures and unused Revolving Commitments representing more than 50% of the aggregate Revolving
Exposures and unused Revolving Commitments at such time.




          “Requirement of Law” means, with respect to any Person, (i) the charter, articles or
certificate of organization or incorporation and bylaws or other organizational or governing
documents of such Person and (ii) any statute, law, treaty, rule, regulation, order, decree, writ,
injunction or determination of any arbitrator or court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.




          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in Holdings, the Borrower or any
Subsidiary, or any payment thereon (whether in cash, securities or other property), including any
sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any Equity Interests in Holdings, the Borrower or any Subsidiary or
any option, warrant or other right to acquire any such Equity Interests in Holdings, the Borrower
or any Subsidiary.




          “Restricted Subsidiary” means any Subsidiary of the Borrower other than an
Unrestricted Subsidiary.




          “Revolving Availability Period” means the period from and including the Effective Date
to but excluding the earlier of (a) the Revolving Maturity Date and (b) the date of termination of
the Revolving Commitments.




          “Revolving Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make Revolving Loans and to acquire participations in Letters of Credit and
Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate
amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s
Revolving Commitment is set forth on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender shall have assumed its Revolving Commitment, as applicable. The
initial aggregate amount of the Lenders’ Revolving Commitments is $100,000,000.




          “Revolving Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Revolving Loans and its LC Exposure and Swingline
Exposure at such time.




          “Revolving Lender” means a Lender with a Revolving Commitment or, if the Revolving
Commitments have terminated or expired, a Lender with Revolving Exposure.




          “Revolving Loan” means a Loan made pursuant to Section 2.01(c).




          “Revolving Maturity Date” means the sixth anniversary of the Effective Date.




          “Rollover Equity” has the meaning set forth in the preamble to this Agreement.




          “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.




          “St. Louis Investments” means Investments relating to (x) those certain ambulatory
surgery centers located in St. Louis, Missouri (or Investments in Persons owning such assets) that
are owned



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by the Borrower or a Restricted Subsidiary on the Effective Date and listed on Schedule
1.01(b) or (y) one additional surgery center located in St. Louis, Missouri (or Investments in
Persons owning such assets) to be acquired by the Borrower or a Restricted Subsidiary after the
Effective Date.




          “SEC” means the Securities and Exchange Commission or any Governmental Authority
succeeding to any of its principal functions.




          “Secured Leverage Ratio” means, on any date, the ratio of (a) Total Secured
Indebtedness on such date to (b) Consolidated EBITDA for the period of four consecutive fiscal
quarters of the Borrower ended on such date (or, if such date is not the last day of a fiscal
quarter, ended on the last day of the fiscal quarter of the Borrower most recently ended prior to
such date).




          “Security Documents” means the Collateral Agreement, the Perfection Certificate, the
Mortgages and each other security agreement or other instrument or document executed and delivered
pursuant to Section 5.12 or 5.13 to secure any of the Obligations.




          “Senior Subordinated Notes” means the 8.875% Senior Subordinated Notes due 2017 in the
aggregate principal amount of $240,000,000 and the 9.25%/10% Senior Subordinated Toggle Notes due
2017 in the aggregate principal amount of $200,000,000, each issued by the Borrower on the
Effective Date, and the Indebtedness represented thereby.




          “Senior Subordinated Notes Documents” means the indenture dated as of April 19, 2007,
among the Borrower, the Restricted Subsidiaries listed therein and U.S. Bank Trust National
Association, as trustee, in respect of the Senior Subordinated Notes and all other instruments,
agreements and other documents evidencing or governing the Senior Subordinated Notes or providing
for any Guarantee or other right in respect thereof.




          “Specified Subsidiary” means (i) American Endoscopy Services, Inc., (ii) each wholly
owned Domestic Subsidiary listed on Schedule 1.01(c) (provided that if any such Subsidiary
has not been legally dissolved within 180 days after the Effective Date and no Equity Interests
therein are owned by Strategic Investors 180 days after the Effective Date, such Subsidiary shall
no longer constitute a Specified Subsidiary) and (iii) any Qualified Restricted Subsidiary that is
a wholly owned Domestic Subsidiary formed or acquired after the Effective Date if a Financial
Officer or the Chief Development Officer or General Counsel of the Borrower represents in writing
to the Administrative Agent that the Borrower intends in good faith to syndicate the Equity
Interests to Strategic Investors within 180 days of such formation or acquisition (provided
that if no Equity Interests of such Subsidiary have been syndicated to Strategic Investors within
180 days after such formation or acquisition, such Subsidiary shall no longer constitute a
Specified Subsidiary); provided that any Specified Subsidiary shall cease to be a Specified
Subsidiary if the Borrower has opted for it to satisfy the Collateral and Guarantee Requirement.




          “Sponsor” means Welsh, Carson, Anderson & Stowe X, L.P.




          “Sponsor Affiliate” means (i) each Affiliate of the Sponsor that is neither an
operating company nor a company controlled by an operating company, (ii) each partner, officer,
director, principal or member of the Sponsor or any Sponsor Affiliate and (iii) any spouse, parent
or lineal descendant (including by adoption) of any of the foregoing who are natural persons and
any trust for the benefit of such persons.




          “Sponsor Management Agreement” means the Management Agreement between the Borrower and
WCAS Management Corporation dated as of the date hereof, as in effect on the date hereof.




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          “Statutory Reserve Rate” means a fraction (expressed as a decimal), the numerator of
which is the number one and the denominator of which is the number one minus the aggregate
of the maximum reserve percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Board to which the bank serving as the
Administrative Agent is subject with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be
deemed to constitute eurocurrency funding and 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 such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in any reserve
percentage.




          “Strategic Investors” means physicians, hospitals, health systems, other healthcare
providers, other healthcare companies and other similar strategic joint venture partners which
joint venture partners are actively involved in the day-to-day operations of providing surgical
care and surgery-related services, or, in the case of physicians, that have retired therefrom,
individuals who are former owners or employees of surgical care facilities purchased by the
Borrower or any of its Restricted Subsidiaries, and consulting firms that receive common Equity
Interests solely as consideration for consulting services performed.




          “Subordinated Indebtedness” means Indebtedness of Holdings, the Borrower or any
Subsidiary that is contractually subordinated to the Obligations.




          “subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP as of such date.




          “Subsidiary” means any subsidiary of the Borrower.




          “Subsidiary Loan Party” means any Domestic Subsidiary that is a Restricted Subsidiary
(other than (a) any Subsidiary that is not a wholly owned Subsidiary, (b) any Subsidiary that is
prohibited by applicable law from guaranteeing the Obligations, (c) any Domestic Subsidiary that is
a Subsidiary of a Foreign Subsidiary, (d) any Inactive Subsidiary for which the Borrower has not
opted to satisfy the Collateral and Guarantee Requirement, (e) any Insurance Subsidiary, (f) any
Restricted Subsidiary that is acquired pursuant to a Permitted Acquisition financed with secured
Indebtedness incurred pursuant to Section 6.01(a)(vii) and each Restricted Subsidiary thereof that
guarantees such Indebtedness if the terms of such Indebtedness or guarantee prohibit such Person
from becoming a Subsidiary Loan Party; provided that each such Restricted Subsidiary shall
cease to be an excluded Subsidiary under this clause (f) if such secured Indebtedness is repaid or
becomes unsecured or if such Restricted Subsidiary ceases to guarantee such secured Indebtedness or
if such Indebtedness or guarantee ceases to prohibit such Person from becoming a Subsidiary Loan
Party, as applicable, (g) any Specified Subsidiary and (h) any other Subsidiary with respect to
which, in the reasonable judgment of the Administrative Agent (confirmed in writing by notice to
the Borrower), the cost or other consequences (including any adverse tax consequences) of providing
a Guarantee shall be excessive in view of the benefits to be obtained by the Lenders therefrom).




          “Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any
similar transaction or any combination of these transactions, provided that no phantom
stock or similar plan providing for payments





-30-











 




only on account of services provided by current or former directors, officers, employees or
consultants of the Borrower or the Subsidiaries shall be a Swap Agreement.




          “Swingline Exposure” means, at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall
be its Applicable Percentage of the aggregate Swingline Exposure at such time.




          “Swingline Lender” means Citibank, N.A., in its capacity as lender of Swingline Loans
hereunder.




          “Swingline Loan” means a Loan made pursuant to Section 2.04.




          “Syndication Agent” means Lehman Brothers Inc.




          “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority.




          “Term Lender” means a Tranche B Lender or a Delayed Draw Lender.




          “Term Loan” means a Tranche B Term Loan or a Delayed Draw Term Loan.




          “Third Party Payor” means any Government Program and any quasipublic agency, Blue
Cross, Blue Shield and any managed care plans and organizations, including health maintenance
organizations and preferred provider organizations and private commercial insurance companies and
any similar third party arrangements, plans or programs for payment or reimbursement in connection
with health care services, products or supplies.




          “Third Party Payor Arrangement” means any arrangement, plan or program for payment or
reimbursement by any Third Party Payor in connection with the provision of healthcare services,
products or supplies.




          “Total Assets” means the total assets of the Borrower and its Restricted Subsidiaries
on a consolidated basis as shown on the most recent balance sheet of the Borrower required to be
delivered pursuant to Section 5.01(a) or (b) (it being understood that if such required balance
sheet is not delivered Total Assets shall be deemed to be zero until such balance sheet is
delivered).




          “Total Indebtedness” means, as of any date, the aggregate principal amount of
Indebtedness of the Borrower and the Restricted Subsidiaries outstanding as of such date, in the
amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis
in accordance with GAAP, minus the amount of unrestricted cash and Permitted Investments
that is not subject to any Lien (other than any Lien under the Loan Documents or Liens permitted by
clauses (vi), (x) and (xi) of Section 6.02) held, on such date, by the Borrower and the Subsidiary
Loan Parties.




          “Total Secured Indebtedness” means, as of any date, the aggregate principal amount of
(x) Indebtedness of any Loan Party (other than Holdings) that is secured by a Lien on the assets of
any such Loan Party and (y) Indebtedness of any Restricted Subsidiary that is not a Loan Party, in
each case, outstanding as of such date, in the amount that would be reflected on a balance sheet
prepared as of such date on a consolidated basis in accordance with GAAP plus the aggregate
principal amount of all Guarantees by any Restricted Subsidiary that is not a Loan Party of the
Indebtedness of any other Person to the extent not already included in such amount, minus
the amount of unrestricted cash and Permitted Investments that is not subject to any Lien (other
than any Lien under the Loan Documents or Liens permitted




-31-









 







by clauses (vi), (x) and (xi) of Section 6.02) held, on such date, by the Borrower and the
Subsidiary Loan Parties.




          “Tranche B Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make a Tranche B Term Loan hereunder on the Effective Date, expressed as an amount
representing the maximum principal amount of the Tranche B Term Loan to be made by such Lender
hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08 and (b)
reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to
Section 9.04. The initial amount of each Lender’s Tranche B Commitment is set forth on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have
assumed its Tranche B Commitment, as applicable. The initial aggregate amount of the Lenders’
Tranche B Commitments is $430,000,000.




          “Tranche B Lender” means a Lender with a Tranche B Commitment or an outstanding
Tranche B Term Loan.




          “Tranche B Maturity Date” means the seventh anniversary of the Effective Date.




          “Tranche B Term Loan” means a Loan made pursuant to Section 2.01(a).




          “Transaction Costs” means the payment of fees, expenses and other costs in connection
with the items described in clauses (a)-(f) of the definition of Transactions.




          “Transactions” means (a) the Merger and the other transactions contemplated by the
Acquisition Documents, (b) the Equity Contributions and the rollover of the Rollover Equity, (c)
the Repayment, (d) the execution, delivery and performance by each Loan Party of the Loan Documents
to which it is to be a party, the borrowing of Loans, the use of the proceeds thereof and the
issuance of Letters of Credit hereunder on the Effective Date, (e) the issuance of the Senior
Subordinated Notes, (f) the execution, delivery, performance of, and the borrowings (and use of
proceeds thereof) under, the UK Facility and (g) payment of the Transaction Costs on the Effective
Date.




          “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.




          “UK Facility” means that certain Amended and Restated Agreement dated April 12, 2007,
by and among certain UK Subsidiaries and The Governor and Company of the Bank of Scotland, as
amended, restated, modified, renewed, refunded, replaced or refinanced (including by means of sales
of debt securities and including any amendment, restatement, modification, renewal, refunding,
replacement or refinancing that increases the amount to be borrowed thereunder or extends the
maturity thereof) from time to time.




          “UK Facility Debt” has the meaning set forth in Section 6.08(b).




          “UK Subsidiaries” means any Subsidiary organized under the laws of the United Kingdom.




          “Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by the Board
of Directors of the Borrower as an Unrestricted Subsidiary pursuant to Section 5.15(a) subsequent
to the date hereof.




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          “USA Patriot Act” has the meaning set forth in Section 3.20.




          “wholly owned” means with respect to any Person, a subsidiary of such Person all the
outstanding Equity Interests of which (other than (x) directors’ qualifying shares and (y) shares
issued to foreign nationals to the extent required by applicable law) are owned by such Person
and/or by one or more wholly owned subsidiaries of such Person.




          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in ERISA.




          SECTION 1.02. Classification of Loans and Borrowings.
For purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class and
Type (e.g., a “Eurodollar Revolving Loan”). Borrowings also may be classified and referred
to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).




          SECTION 1.03. Terms Generally.
The definitions of terms herein shall apply equally to the singular and plural forms of the
terms defined. Whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be
deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to
have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a)
any definition of or reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from time to time
amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.




          SECTION 1.04. Accounting Terms; GAAP.
Except as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP as in effect from time to time, provided
that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to
any provision (including any definition) hereof to eliminate the effect of any change occurring
after the date hereof in GAAP or in the application thereof on the operation of such provision (or
if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to
any provision (including any definition) hereof for such purpose), regardless of whether any such
notice is given before or after such change in GAAP or in the application thereof, then such
provision shall be interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been withdrawn or such
provision amended in accordance herewith.




          SECTION 1.05. Pro Forma Calculations.
Notwithstanding anything to the contrary herein, the calculation of the Fixed Charge
Coverage Ratio, the Secured Leverage Ratio, the Leverage Ratio and Facility-Level EBITDA on any
Calculation Date for any purpose under this Agreement shall be made on a Pro Forma Basis.




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ARTICLE II




The Credits




          SECTION 2.01. Commitments.
Subject to the terms and conditions set forth herein, each Lender agrees (a) to make a
Tranche B Term Loan to the Borrower on the Effective Date in a principal amount not exceeding its
Tranche B Commitment; (b) to make a Delayed Draw Term Loan to the Borrower from time to time, but
on no more than seven (7) occasions, during the Delayed Draw Availability Period in a principal
amount not exceeding its Delayed Draw Commitment; and (c) to make Revolving Loans to the Borrower
from time to time during the Revolving Availability Period in an aggregate principal amount that
will not result in such Lender’s Revolving Exposure exceeding such Lender’s Revolving Commitment;
provided that no more than $5.0 million of Revolving Loans may be made on the Effective
Date. Within the foregoing limits and subject to the terms and conditions set forth herein, the
Borrower may borrow, prepay and reborrow Revolving Loans. Amounts repaid or prepaid in respect of
the Term Loans may not be reborrowed.




          SECTION 2.02. Loans and Borrowings.




          (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of
Loans of the same Class and Type made by the Lenders ratably in accordance with their respective
Commitments of the applicable Class. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder, provided that
the Commitments of the Lenders are several and no Lender shall be responsible for any other
Lender’s failure to make Loans as required.




          (b) Subject to Section 2.14, each Revolving Borrowing and Term Loan Borrowing shall be
comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance
herewith, provided that all Borrowings made on the Effective Date must be made as ABR
Borrowings. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan, provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement.




          (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of $500,000 and not less than
$1,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $500,000 and not less than $1,000,000; provided,
that, notwithstanding the foregoing each Swingline Loan shall be not less than $250,000 and if
greater than such amount shall be in an amount that is an integral multiple of $100,000.
Borrowings of more than one Type and Class may be outstanding at the same time. There shall not at
any time be more than a total of ten Eurodollar Borrowings outstanding. Notwithstanding anything
to the contrary herein, an ABR Revolving Borrowing or Swingline Loan may be in an aggregate amount,
subject in the case of Swingline Loans to the limitations on the amounts thereof set forth in
Section 2.04(a), (i) that is equal to the entire unused balance of the aggregate Revolving
Commitments or (ii) that is required to finance the reimbursement of an LC Disbursement as
contemplated by Section 2.05(e).




          (d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled
to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Revolving Maturity Date, the Delayed Draw Maturity Date or the
Tranche B Maturity Date, as applicable.




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          SECTION 2.03. Requests for Borrowings.
To request a Revolving Borrowing or Term Loan Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 1:00 p.m., New York City time, three Business Days before the date of the proposed
Borrowing or (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time,
one Business Day before the date of the proposed Borrowing. Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic
and written Borrowing Request shall specify the following information in compliance with Section
2.02:





     (i) whether the requested Borrowing is to be a Revolving Borrowing, a Delayed Draw Term
Loan Borrowing or a Tranche B Term Loan Borrowing;




     (ii) the aggregate amount of such Borrowing;




     (iii) the date of such Borrowing, which shall be a Business Day;




     (iv) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




     (v) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term “Interest
Period”; and




     (vi) the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.06.


If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03,
the Administrative Agent shall advise each Lender of the details thereof and of the amount of such
Lender’s Loan to be made as part of the requested Borrowing.




          SECTION 2.04. Swingline Loans.




          (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make
Swingline Loans to the Borrower from time to time during the Revolving Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i) the aggregate
principal amount of outstanding Swingline Loans exceeding $20,000,000 or (ii) the aggregate
Revolving Exposures exceeding the aggregate Revolving Commitments, provided that the
Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding
Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth
herein, the Borrower may borrow, prepay and reborrow Swingline Loans.




          (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such
request by telephone (confirmed by telecopy), not later than 1:00 p.m., New York City time, on the
day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the
requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The
Administrative Agent will promptly advise the Swingline Lender of any such notice received from the
Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means
of a credit to the general deposit account of the Borrower maintained with the Swingline Lender
(or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section




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2.05(e), by remittance to the Issuing Bank) by 3:00 p.m., New York City time, on the requested
date of such Swingline Loan.




          (c) The Swingline Lender may by written notice given to the Administrative Agent not later
than 2:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will give notice
thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of
such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such
Swingline Loan or Swingline Loans. Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and that each such
payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each
Revolving Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans
made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Revolving Lenders), and the Administrative Agent shall promptly pay to the
Swingline Lender the amounts so received by it from the Revolving Lenders. The Administrative
Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to
this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender
from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after
receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be
promptly remitted to the Administrative Agent; any such amounts received by the Administrative
Agent shall be promptly remitted by the Administrative Agent to the Revolving Lenders that shall
have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests
may appear, provided that any such payment so remitted shall be repaid to the Swingline
Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required
to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.




          SECTION 2.05. Letters of Credit.




          (a) General. Subject to the terms and conditions set forth herein, the Borrower may
request the issuance of Letters of Credit for its own account (or for the account of any of its
Restricted Subsidiaries so long as the Borrower is a co-applicant), in a form reasonably acceptable
to the Administrative Agent and the Issuing Bank, at any time and from time to time during the
Revolving Availability Period. In the event of any inconsistency between the terms and conditions
of this Agreement and the terms and conditions of any form of letter of credit application or other
agreement submitted by the Borrower to, or entered into by the Borrower with, the Issuing Bank
relating to any Letter of Credit, the terms and conditions of this Agreement shall control. All
Existing Letters of Credit shall be deemed to be issued hereunder and shall constitute Letters of
Credit subject to the terms hereof and, to the extent previously issued for the account of a
Restricted Subsidiary of the Borrower, shall constitute an obligation of the Borrower pursuant to
this Agreement.




          (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter
of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication,
if




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arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the
Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal
or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal
or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with Section 2.05(c)), the amount of such Letter of Credit, the name and
address of the beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by the Issuing Bank, the Borrower also
shall submit a letter of credit application on the Issuing Bank’s standard form in connection with
any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the
Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension, (i) the LC Exposure shall not exceed $20,000,000 and (ii) the
aggregate Revolving Exposures shall not exceed the aggregate Revolving Commitments.




          (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date that is one year after the date of the issuance of such
Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal
or extension) and (ii) the date that is five Business Days prior to the Revolving Maturity Date;
provided that at the option of the Issuing Bank any Letter of Credit may provide for
renewal periods so long as such renewal period does not exceed one year and does not end after the
date described in clause (ii).




          (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from the Issuing Bank, a participation in such Letter of Credit
equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under
such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Lender
hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of
the Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by the Issuing
Bank and not reimbursed by the Borrower on the date due as provided in Section 2.05(e), or of any
reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving
Lender acknowledges and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.




          (e) Reimbursement. If the Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent an amount equal to such LC Disbursement not later than 12:00 noon, New York City time, on (i)
the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such notice has not been
received by the Borrower prior to such time on such date, then not later than 12:00 noon, New York
City time, on the Business Day that the Borrower receives such notice, if such notice is received
prior to 10:00 a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such notice is not
received prior to such time on the day of receipt; provided that, if such LC Disbursement
is not less than $2,000,000, the Borrower may, subject to the conditions to borrowing set forth
herein, request (and, if the Borrower fails to reimburse such LC Disbursement when due, the
Borrower shall be deemed to have requested) in accordance with Section 2.04 that such LC
Disbursement be financed with a Swingline Loan in an equivalent amount and, to the extent




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so financed, the Borrower’s obligation to make such payment shall be discharged and replaced
by the resulting Swingline Loan. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage
thereof. Promptly following receipt of such notice, each Revolving Lender shall pay to the
Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the
same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06
shall apply, mutatis mutandis, to the payment obligations of the Revolving
Lenders), and the Administrative Agent shall promptly pay to the Issuing Bank the amounts so
received by it from the Revolving Lenders. Promptly following receipt by the Administrative Agent
of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall
distribute such payment to the Issuing Bank or, to the extent that Revolving Lenders have made
payments pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders and the
Issuing Bank as their interests may appear. Any payment made by a Revolving Lender pursuant to
this paragraph to reimburse the Issuing Bank for any LC Disbursement (other than the funding of a
Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.




          (f) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in Section 2.05(e) shall be absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit
or this Agreement, or any term or provision therein, (ii) any draft or other document presented
under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment by the Issuing Bank
under a Letter of Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the provisions of this Section
2.05, constitute a legal or equitable discharge of, or provide a right of setoff against, the
Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing
Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit or any payment or failure to
make any payment thereunder (irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any
draft, notice or other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank, provided that
the foregoing shall not be construed to excuse the Issuing Bank from liability to the Borrower to
the extent of any direct damages (as opposed to consequential or punitive damages, claims in
respect of which are hereby waived by the Borrower to the extent permitted by applicable law)
suffered by the Borrower that are caused by the Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank (as finally determined by a court of competent
jurisdiction), the Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented that appear on their face to be in substantial compliance
with the terms of a Letter of Credit, the Issuing Bank may, in its sole discretion, either accept
and make payment upon such documents without responsibility for further investigation, regardless
of any notice or information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such Letter of Credit.




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          (g) Disbursement Procedures. The Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether the Issuing Bank has made
or will make an LC Disbursement thereunder, provided that any failure to give or delay in
giving such notice shall not relieve the Borrower of its obligation to reimburse the Issuing Bank
and the Revolving Lenders with respect to any such LC Disbursement in accordance with Section
2.05(e).




          (h) Interim Interest. If the Issuing Bank shall make any LC Disbursement, then,
unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement
is made, the unpaid amount thereof shall bear interest, for each day from and including the date
such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans, provided that,
if the Borrower fails to reimburse such LC Disbursement when due pursuant to Section 2.05(e), then
Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account
of the Issuing Bank, except that interest accrued on and after the date of payment by any Revolving
Lender pursuant to Section 2.05(e) to reimburse the Issuing Bank shall be for the account of such
Lender to the extent of such payment.




          (i) Replacement of the Issuing Bank. The Issuing Bank may be replaced at any time by
written agreement among the Borrower, the Administrative Agent and the successor Issuing Bank. The
Administrative Agent shall notify the Lenders of any such replacement of the Issuing Bank. At the
time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued
for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the
effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights
and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be
issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to
such successor or to any previous Issuing Bank, or to such successor and all previous Issuing
Banks, as the context shall require. After the replacement of the Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters of Credit.




          (j) Cash Collateralization. If any Event of Default shall occur and be continuing, on
the Business Day that the Borrower receives notice from the Administrative Agent or the Required
Lenders (or, if the maturity of the Loans has been accelerated, Revolving Lenders with LC Exposure
representing greater than 50% of the aggregate LC Exposure) demanding the deposit of cash
collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Collateral
Agent, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash
equal to 105% the LC Exposure as of such date plus any accrued and unpaid interest thereon,
provided that the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without demand or other
notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower
described in Section 7.01(h) or (i). The Borrower also shall deposit cash collateral pursuant to
this paragraph as and to the extent required by Section 2.11(b). Each such deposit shall be held
by the Collateral Agent as collateral for the payment and performance of the Obligations of the
Borrower under this Agreement. The Collateral Agent shall have exclusive dominion and control,
including the exclusive right of withdrawal, over such account. Other than any interest earned on
the investment of such deposits, which investments shall be made at the option and sole discretion
of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in such account.
Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Bank
for LC Disbursements for which it has not been




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reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of
the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure
representing greater than 50% of the aggregate LC Exposure), be applied to satisfy other
obligations of the Borrower under this Agreement. If the Borrower is required to provide an amount
of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days
after all Events of Default have been cured or waived.




          (k) Additional Issuing Banks. The Borrower may at any time, and from time to time,
designate one or more additional Lenders to act as an issuing bank under this Agreement with the
consent of the Administrative Agent (which consent shall not be unreasonably withheld) and such
Lender. Any Lender designated as an issuing bank pursuant to this Section 2.05(k) shall be deemed
to be and shall have all the rights and obligations of an “Issuing Bank” hereunder.



          SECTION 2.06. Funding of Borrowings.




          (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds by 12:00 noon, New York City time, to the account
of the Administrative Agent most recently designated by it for such purpose by notice to the
Lenders, provided that Swingline Loans shall be made as provided in Section 2.04. The
Administrative Agent will make such Loans available to the Borrower by promptly crediting the
amounts so received, in like funds, to an account of the Borrower maintained with the
Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing
Request, provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the
Issuing Bank.




          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed Borrowing that such Lender will not make available to the Administrative Agent such
Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made
such share available on such date in accordance with Section 2.06(a) and may, in reliance upon such
assumption and in its sole discretion, make available to the Borrower a corresponding amount. In
such event, if a Lender has not in fact made its share of the applicable Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to but excluding the
date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the
Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation or (ii) in the case of the Borrower, the interest
rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then
such amount shall constitute such Lender’s Loan included in such Borrowing.




          SECTION 2.07. Interest Elections.




          (a) Each Revolving Borrowing and Term Loan Borrowing initially shall be of the Type specified
in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request or as designated by Section 2.03.
Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue
such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all
as provided in this Section 2.07. The Borrower may elect different options with respect to
different portions of the affected Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a




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separate Borrowing. This Section 2.07 shall not apply to Swingline Borrowings, which may not
be converted or continued.




          (b) To make an election pursuant to this Section 2.07, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be
required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type
resulting from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by
the Borrower.




          (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:





     (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.




          (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.




          (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing.




          (f) Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing, (i) no outstanding Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar
Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.




          SECTION 2.08. Termination and Reduction of Commitments.




          (a) Unless previously terminated, (i) the Tranche B Commitments shall terminate at 5:00 p.m.,
New York City time, on the Effective Date, (ii) the Delayed Draw Commitments shall termi-




-41-









 







nate at 5:00 p.m., New York City time, on the last day of the Delayed Draw Availability Period
and (iii) the Revolving Commitments shall terminate at the start of the Revolving Maturity Date.




          (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of
any Class, provided that (i) each reduction of the Commitments of any Class shall be in an
amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower
shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent
prepayment of the Revolving Loans in accordance with Section 2.11, the aggregate Revolving
Exposures would exceed the aggregate Revolving Commitments.




          (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce
the Commitments under Section 2.08(b) at least three Business Days prior to the effective date of
such termination or reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by the Borrower pursuant to this Section 2.08 shall be irrevocable,
provided that a notice of termination of the Revolving Commitments delivered by the
Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such condition is not
satisfied. Any termination or reduction of the Commitments of any Class shall be permanent. Each
reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance
with their respective Commitments of such Class.




          SECTION 2.09. Repayment of Loans; Evidence of Debt.




          (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender
on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Delayed Draw Term Loan of such Lender as provided in Section
2.10, (iii) to the Administrative Agent for the account of each Lender the then unpaid principal
amount of each Tranche B Term Loan of such Lender as provided in Section 2.10 and (iv) the then
unpaid principal amount of each Swingline Loan on the earlier of the Revolving Maturity Date and
the first date after such Swingline Loan is made that is the 15th or last day of a calendar month
and is at least two Business Days after such Swingline Loan is made; provided that on each
date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then
outstanding.




          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.




          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.




          (d) The entries made in the accounts maintained pursuant to Section 2.09(b) and (c) shall be
prima facie evidence of the existence and amounts of the obligations recorded
therein, provided that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the obligation of the Borrower to
repay the Loans in accordance with the terms of this Agreement.




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          (e) Any Lender may request that Loans of any Class made by it be evidenced by a promissory
note. In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory
note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the Administrative Agent. Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form
payable to the order of the payee named therein (or, if such promissory note is a registered note,
to such payee and its registered assigns).




          SECTION 2.10. Amortization of Term Loans.




          (a) Subject to adjustment pursuant to Section 2.10(d), the Borrower shall repay Tranche B Term
Loan Borrowings on each date set forth below in the aggregate principal amount set forth opposite
such date (as adjusted from time to time pursuant to Section 2.10(d)):




	 	 	 	 	 
	Date	 	Amount	 
	June 30, 2007
	 	$	1,075,000	 
	September 30, 2007
	 	$	1,075,000	 
	December 31, 2007
	 	$	1,075,000	 
	March 30, 2008
	 	$	1,075,000	 
	June 30, 2008
	 	$	1,075,000	 
	September 30, 2008
	 	$	1,075,000	 
	December 31, 2008
	 	$	1,075,000	 
	March 31, 2009
	 	$	1,075,000	 
	June 30, 2009
	 	$	1,075,000	 
	September 30, 2009
	 	$	1,075,000	 
	December 31, 2009
	 	$	1,075,000	 
	March 31, 2010
	 	$	1,075,000	 
	June 30, 2010
	 	$	1,075,000	 
	September 30, 2010
	 	$	1,075,000	 
	December 31, 2010
	 	$	1,075,000	 
	March 31, 2011
	 	$	1,075,000	 
	June 30, 2011
	 	$	1,075,000	 
	September 30, 2011
	 	$	1,075,000	 
	December 31, 2011
	 	$	1,075,000	 
	March 31, 2012
	 	$	1,075,000	 
	June 30, 2012
	 	$	1,075,000	 
	September 30, 2012
	 	$	1,075,000	 
	December 31, 2012
	 	$	1,075,000	 
	March 31, 2013
	 	$	1,075,000	 
	June 30, 2013
	 	$	1,075,000	 
	September 30, 2013
	 	$	1,075,000	 
	December 31, 2013
	 	$	1,075,000	 
	Tranche B Maturity Date
	 	$	400,975,000	 






          (b) Subject to adjustment pursuant to Section 2.10(d), the Borrower shall repay Delayed Draw
Term Loan Borrowings in quarterly installments equal to 0.25% per quarter on the last day of each
quarter after the end of the Delayed Draw Availability Period with the balance payable on the
Delayed Draw Maturity Date (as adjusted from time to time pursuant to Section 2.10(d)).




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          (c) To the extent not previously paid, all Tranche B Term Loans shall be due and payable on
the Tranche B Maturity Date and all Delayed Draw Term Loans shall be due and payable on the Delayed
Draw Maturity Date.




          (d) Any mandatory prepayment of a Term Loan Borrowing shall be applied to reduce, in the
direct order of maturity, the scheduled repayments of the Term Loan Borrowings to be made pursuant
to this Section 2.10 on the scheduled payment dates next following the date of such prepayment,
unless and until each such scheduled repayment has been eliminated as a result of reductions
hereunder. Any optional prepayment of a Term Loan Borrowing shall be applied as directed by the
Borrower to do one of the following: (i) to reduce in the direct order of maturity the scheduled
repayments of the Term Loan Borrowings to be made pursuant to this Section 2.10, (ii) to reduce in
the inverse order of maturity the scheduled repayments of the Term Loan Borrowings to be made
pursuant to this Section 2.10 or (iii) to reduce ratably the remaining scheduled repayments of the
Term Loan Borrowings.




          SECTION 2.11. Prepayment of Loans.




          (a) The Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to the requirements of this Section 2.11.




          (b) In the event and on such occasion that the aggregate Revolving Exposures exceeds the
aggregate Revolving Commitments, the Borrower shall prepay Revolving Borrowings or Swingline
Borrowings (or, if no such Borrowings are outstanding, deposit cash collateral in an account with
the Collateral Agent pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.




          (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of
Holdings, the Borrower or any Restricted Subsidiary in respect of any Prepayment Event, the
Borrower shall, promptly after such Net Proceeds are received by Holdings, the Borrower or such
Restricted Subsidiary (and in any event not later than the fifth Business Day after such Net
Proceeds are received), prepay Term Loan Borrowings in an aggregate amount equal to 100% of such
Net Proceeds; provided that in the case of any event described in clause (a) or (b) of the
definition of the term “Prepayment Event”, if the Borrower shall deliver to the Administrative
Agent a certificate of a Financial Officer to the effect that the Borrower and the Restricted
Subsidiaries intend to apply the Net Proceeds from such event (or a portion thereof specified in
such certificate), within 360 days after receipt of such Net Proceeds, to acquire or replace real
property, equipment or other tangible assets (excluding inventory) to be used in the business of
the Borrower and the Restricted Subsidiaries, and certifying that no Default has occurred and is
continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net
Proceeds specified in such certificate, except to the extent that the aggregate amount of such Net
Proceeds that have not been so applied or contractually committed in writing by the end of such
360-day period (and, if so contractually committed in writing but not applied prior to the end of
such 360-day period, applied within 180 days of the end of such period) exceeds $10,000,000
(“Excess Net Proceeds”), promptly after which time a prepayment shall be required in an
amount equal to such Excess Net Proceeds.




          (d) Following the end of each fiscal year of the Borrower, commencing with the fiscal year
ending December 31, 2008, the Borrower shall prepay Borrowings in an aggregate amount equal to:





     (x) the excess of (A) 50% of Excess Cash Flow over (B) prepayments of Loans under
Section 2.11(a) during such fiscal year (other than prepayments funded with the proceeds of
incurrences of Indebtedness and in the case of prepayments of Revolving Loans only so long
as



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the corresponding Commitments are reduced permanently) for any fiscal year for which
the Leverage Ratio at the end of such fiscal year is greater than 5.25 to 1.00,




     (y) the excess of (A) 25% of Excess Cash Flow over (B) prepayments of Loans under
Section 2.11(a) during such fiscal year for any fiscal year (other than prepayments funded
with the proceeds of incurrences of Indebtedness and in the case of prepayments of Revolving
Loans only so long as the corresponding Commitments are reduced permanently) for which the
Leverage Ratio at the end of such fiscal year is less than or equal to 5.25 to 1.00 and
greater than 4.00 to 1.00 and




     (z) none of Excess Cash Flow for any fiscal year for which the Leverage Ratio at the
end of such fiscal year is less than or equal to 4.00 to 1.00.



          Each prepayment pursuant to this paragraph shall be made within five Business Days of the date
on which financial statements are delivered pursuant to Section 5.01 with respect to the fiscal
year for which Excess Cash Flow is being calculated (and in any event within 95 days after the end
of such fiscal year).




          (e) Prior to any optional or mandatory prepayment of Borrowings hereunder, the Borrower shall
determine in accordance with Section 2.10(d) the Borrowing or Borrowings to be prepaid and shall
specify such determination in the notice of such prepayment pursuant to Section 2.11(f).




          (f) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a
Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment
hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New
York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment
of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the
date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 2:00
p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be
prepaid and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount
of such prepayment, provided that, if a notice of optional prepayment is given in
connection with a conditional notice of termination of the Revolving Commitments as contemplated by
Section 2.08, then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.08. Promptly following receipt of any such notice (other than
a notice relating solely to Swingline Loans), the Administrative Agent shall advise the Lenders of
the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02,
except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment
of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.
Prepayments shall be accompanied by accrued interest to the extent required by Section 2.13 but
shall in no event include premium or penalty. All prepayments of Term Loans under this Section
2.11 shall be made pro rata amongst the Tranche B Term Loans and the Delayed Draw Term Loans
outstanding at the time of such prepayment and then with respect to such Term Loans, in accordance
with Section 2.10(d).




          (g) All Swap Agreements, if any, between Borrower and any of the Lenders or their respective
affiliates are independent agreements governed by the written provisions of said Swap Agreements,
which will remain in full force and effect, unaffected by any repayment, prepayment, acceleration,
reduction, increase or change in the terms of the Loans, except as otherwise expressly provided in
said written Swap Agreements, and any payoff statement from the Lenders relating to the Loans shall
not apply to said Swap Agreements except as otherwise expressly provided in such payoff statement.




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          SECTION
2.12. Fees.




          (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee, which shall accrue at (i) the Applicable Rate on the average daily unused amount of
each Revolving Commitment and (ii) the Delayed Draw Commitment Fee Rate on the average daily unused
amount of each Delayed Draw Commitment of such Lender during the period from and including the
Effective Date to but excluding the date on which the aggregate Revolving Commitments and Delayed
Draw Commitments, as applicable, terminate. Accrued commitment fees shall be payable in arrears in
respect of the Revolving Commitments on the last Business Day of March, June, September and
December of each year and on the date on which the Revolving Commitments terminate, commencing on
the first such date to occur after the date hereof. Accrued commitment fees shall be payable in
arrears in respect of the Delayed Draw Commitments on the last Business Day of March, June,
September and December of each year and on the date on which the Delayed Draw Commitments terminate
if all Loans are repaid and all Commitments terminate on such date, commencing on the first such
date to occur after the date hereof. All commitment fees shall be computed on the basis of a year
of 360 days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day). For purposes of computing commitment fees with respect to Revolving
Commitments, a Revolving Commitment of a Lender shall be deemed to be used to the extent of the
outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline Exposure of such
Lender shall be disregarded for such purpose).




          (b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each
Revolving Lender a participation fee with respect to its participations in Letters of Credit, which
shall accrue at the same Applicable Rate used to determine the interest rate applicable to
Eurodollar Revolving Loans on the average daily amount of such Lender’s LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) during the period from and including
the Effective Date to but excluding the later of the date on which such Lender’s Revolving
Commitment terminates and the date on which such Lender ceases to have any LC Exposure, and (ii) to
the Issuing Bank a fronting fee, which shall accrue at a rate equal to 0.125% per annum on the
average daily amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed
LC Disbursements) during the period from and including the Effective Date to but excluding the
later of the date of termination of the Revolving Commitments and the date on which there ceases to
be any LC Exposure, as well as the Issuing Bank’s standard fees with respect to the issuance,
amendment, renewal or extension of any Letter of Credit or processing of drawings thereunder.
Participation fees and fronting fees shall be payable on the last Business Day of March, June,
September and December of each year, commencing on the first such date to occur after the Effective
Date, provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the Revolving Commitments
terminate shall be payable on demand. Any other fees payable to the Issuing Bank pursuant to this
paragraph shall be payable within 10 days after demand. All participation fees and fronting fees
shall be computed on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).




          (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable
in the amounts and at the times separately agreed upon between the Borrower and the Administrative
Agent.




          (d) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the Issuing Bank, in the case of fees payable to it) for
distribution, in the case of commitment fees and participation fees, to the Lenders entitled
thereto. Fees paid shall not be refundable under any circumstances.




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          SECTION 2.13. Interest.




          (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear
interest at the Alternate Base Rate plus the Applicable Rate.




          (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.




          (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2%
plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section 2.13 or (ii) in the case of any other amount, 2% plus the rate applicable to
ABR Revolving Loans as provided in Section 2.13(a).




          (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments,
provided that (i) interest accrued pursuant to Section 2.13(c) shall be payable on demand,
(ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR
Revolving Loan prior to the end of the Revolving Availability Period), accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and
(iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of
such conversion.




          (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is
based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be
determined by the Administrative Agent, and such determination shall be conclusive absent manifest
error.




          SECTION 2.14. Alternate Rate of Interest.
If prior to the commencement of any Interest Period for a Eurodollar Borrowing:





     (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate for such Interest Period; or




     (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate for such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for such Interest
Period;


then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any
Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR
Borrowing.




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          SECTION 2.15. Increased Costs.




          (a) If any Change in Law shall:





     (i) impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank; or




     (ii) impose on any Lender or the Issuing Bank or the London interbank market any other
condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of
Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to
increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining
any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or
the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will
pay to such Lender or the Issuing Bank, as applicable, such additional amount or amounts as will
compensate such Lender or the Issuing Bank, as applicable, for such additional costs incurred or
reduction suffered.




          (b) If any Lender or the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such Lender’s or the
Issuing Bank’s capital or on the capital of such Lender’s or the Issuing Bank’s holding company, if
any, as a consequence of this Agreement or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below
that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s or the
Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company
with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or
the Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender
or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction
suffered.




          (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company, as applicable, as
specified in Section 2.15(a) or (b) shall be delivered to the Borrower and shall be conclusive
absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as applicable, the
amount shown as due on any such certificate within 10 days after receipt thereof.




          (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or the Issuing Bank’s
right to demand such compensation, provided that the Borrower shall not be required to
compensate a Lender or the Issuing Bank pursuant to this Section 2.15 for any increased costs or
reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as
applicable, notifies the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s or the Issuing Bank’s intention to claim compensation therefor,
provided, further, that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 270-day period referred to above shall be extended to
include the period of retroactive effect thereof.




          SECTION 2.16. Break Funding Payments.
In the event of (a) the payment of any principal of any Eurodollar Loan other than on the
last day of an Interest Period applicable thereto (in-




-48-









 







cluding as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(f) and is
revoked in accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the
last day of the Interest Period applicable thereto as a result of a request by the Borrower
pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for
the loss, cost and expense attributable to such event. In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender
to be the excess, if any, of (i) the amount of interest that would have accrued on the principal
amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last day of the then
current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for
the period that would have been the Interest Period for such Loan), over (ii) the amount of
interest that would accrue on such principal amount for such period at the interest rate that such
Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar market. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section 2.16 shall be delivered to the Borrower and shall be conclusive absent manifest error. The
Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof. Notwithstanding the foregoing, no additional amounts shall be due and payable
pursuant to this Section 2.16 to the extent that on the relevant due date the Borrower deposits in
a Prepayment Account an amount equal to any payment of Eurodollar Loans otherwise required to be
made on a date that is not the last day of the applicable Interest Period; provided that on
the last day of the applicable Interest Period, the Administrative Agent shall be authorized,
without any further action by or notice to or from the Borrower or any other Loan Party, to apply
such amount to the prepayment of such Eurodollar Loans. For purposes of this Agreement, the term
“Prepayment Account” shall mean a non-interest bearing account established by the Borrower with the
Administrative Agent and over which the Administrative Agent shall have exclusive dominion and
control, including the right of withdrawal for application in accordance with this Section 2.16.
Anything to the contrary contained herein notwithstanding, no Lender nor any Participant is
required to match fund any Obligation and the provisions of this Section shall apply as if match
funding had occurred by acquiring Eurodollar deposits for each Interest Period in the amount of the
applicable Eurodollar Loans.




          SECTION 2.17. Taxes.




          (a) Any and all payments by or on account of any obligation of any Loan Party hereunder or
under any other Loan Document shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes, provided that if any Loan Party shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 2.17) the Administrative Agent, Lender or
Issuing Bank (as applicable) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Loan Party shall make such deductions and (iii) such Loan Party
shall pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable law.




          (b) In addition, the applicable Loan Party shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.




          (c) The applicable Loan Party shall indemnify the Administrative Agent, each Lender and the
Issuing Bank, within 30 days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes paid by the Administrative Agent, such Lender or the Issuing Bank, as




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applicable, on or with respect to any payment by or on account of any obligation of the
Borrower hereunder or under any other Loan Document (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section 2.17) and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified
Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower
by a Lender or the Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Loan
Party to a Governmental Authority, such Loan Party shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, if any, a copy of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.




          (e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax
under the law of the United States, or any treaty to which the United States is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), on or prior to the Effective Date in the case of each Foreign Lender that is
a signatory hereto, and on the date of assignment pursuant to which it becomes a Lender in the case
of each other Lender and from time to time thereafter as reasonably requested by either of the
Borrower or the Administrative Agent, such properly completed, original and executed documentation
prescribed by applicable law or reasonably requested by the Borrower as will permit such payments
to be made without withholding or at a reduced rate. Each Lender who is a U.S. Person within the
meaning of Section 7701(a)(30) of the Code on or prior to the date of its execution and delivery of
this Agreement, on or prior to the date on which it becomes a Lender, in the case of an assignee,
and from time to time thereafter if requested in writing by the Borrower or the Administrative
Agent, shall provide the Borrower and the Administrative Agent with duplicate executed originals of
Internal Revenue Service Form W-9, or any successor form, certifying that such Lender is entitled
to exemption from United States backup withholding tax.




          (f) If the Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by
the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this
Section 2.17, it shall pay over such refund to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section 2.17 with respect to
the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses
of the Administrative Agent or such Lender and without interest (other than any interest paid by
the relevant Governmental Authority with respect to such refund), provided that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount
paid over to the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent or such Lender in the event the
Administrative Agent or such Lender is required to repay such refund to such Governmental
Authority. This Section 2.17 shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to its taxes that it
deems confidential) to the Borrower or any other Person.




          SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.




          (a) The Borrower shall make each payment required to be made by it hereunder or under any
other Loan Document (whether of principal, interest, fees or reimbursement of LC Disbursements, or
of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly




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required hereunder or under such other Loan Document for such payment (or, if no such time is
expressly required, prior to 3:00 p.m., New York City time), on the date when due, in immediately
available funds, without setoff or counterclaim. Any amounts received after such time on any date
may, in the discretion of the Administrative Agent, be deemed to have been received on the next
succeeding Business Day for purposes of calculating interest thereon. All such payments shall be
made to the Administrative Agent at its offices at 2 Penns Way, Suite 100, New Castle, DE 19720,
except payments to be made directly to the Issuing Bank or Swingline Lender as expressly provided
herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made
directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall be
made to the Persons specified therein. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment under any Loan Document shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in
the case of any payment accruing interest, interest thereon shall be payable for the period of such
extension. All payments under each Loan Document shall be made in dollars.




          (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.




          (c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans, Tranche B
Term Loans, Delayed Draw Term Loans or participations in LC Disbursements or Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its
Revolving Loans, Tranche B Term Loans, Delayed Draw Term Loans and participations in LC
Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any
other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Revolving Loans, Tranche B Term Loans, Delayed Draw Term Loans and
participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Revolving Loans, Tranche
B Term Loans, Delayed Draw Term Loans and participations in LC Disbursements and Swingline Loans,
provided that (i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the provisions of this
paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its Loans or
participations in LC Disbursements to any assignee or participant, other than to the Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under
applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements
may exercise against the Borrower rights of setoff and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower in the amount of
such participation.




          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Bank hereunder that the Borrower will not make such payment, the Administrative Agent




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may assume that the Borrower has made such payment on such date in accordance herewith and
may, in reliance upon such assumption and in its sole discretion, distribute to the Lenders or the
Issuing Bank, as applicable, the amount due. In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or the Issuing Bank, as applicable, severally agrees to
repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or
Issuing Bank with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative Agent, at the greater
of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.




          (e) If any Lender shall fail to make any payment required to be made by it pursuant to Section
2.04(c), 2.05(d) or (e), 2.06(a), 2.18(d) or 9.03(c), then the Administrative Agent may, in its
discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received
by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations
under such Sections until all such unsatisfied obligations are fully paid.




          SECTION 2.19. Mitigation Obligations; Replacement of Lenders.




          (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different
lending office for funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender,
such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section
2.15 or 2.17, as applicable, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The
Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.




          (b) If any Lender requests compensation under Section 2.15, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17, or if any Lender defaults in its obligation to fund Loans hereunder, then
the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and obligations under
this Agreement to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment), provided that (i) the Borrower shall have
received the prior written consent of the Administrative Agent (and if a Revolving Commitment is
being assigned, the Issuing Bank and the Swingline Lender), which consent shall not unreasonably be
withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts) and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such
assignment will result in a material reduction in such compensation or payments. A Lender shall
not be required to make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such
assignment and delegation cease to apply.




          SECTION 2.20. Incremental Extensions of Credit.
At any time during the Revolving Availability Period, subject to the terms and conditions
set forth herein, the Borrower may at any time and from time to time, by notice to the
Administrative Agent (whereupon the Administrative Agent shall




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promptly deliver a copy to each of the Lenders), request to add additional term loans or
additional revolving commitments (together, the “Incremental Extensions of Credit”) in
minimum principal amounts of $5,000,000; provided that such amount may be less than
$5,000,000 if such amount represents all the remaining availability under the aggregate principal
amount set forth below; provided, further, that (x) immediately prior to and after
giving effect to any Incremental Facility Amendment (as defined below), no Default has occurred or
is continuing or shall result therefrom and (y) the Borrower shall be in compliance on a Pro Forma
Basis with the Financial Performance Covenant (such covenant to be applied even if no Revolving
Loan or Swingline Loan and less than $7.5 million of LC Exposure is outstanding). The Incremental
Extensions of Credit:





     (a) shall be in an aggregate principal amount not exceeding $150,000,000 since the
Effective Date,




     (b) shall rank pari passu in right of payment and right of security
with the Revolving Loans and Term Loans in respect of the Collateral, and




     (c) other than amortization, pricing or maturity date, shall have the same terms as
the Term Loans or Revolving Commitments, as applicable, existing immediately prior to the
effectiveness of such Incremental Facility Amendment (the “Existing Extensions of
Credit”);


provided that (i) the Incremental Extensions of Credit in the form of term loans shall not
have a final maturity date earlier than the Tranche B Maturity Date, (ii) the Incremental
Extensions of Credit in the form of revolving loans shall not have a final maturity date earlier
than the Revolving Maturity Date, (iii) the Incremental Extensions of Credit in the form of term
loans shall not have a weighted average life that is shorter than that of the then-remaining
weighted average life of the Existing Extensions of Credit that are Tranche B Term Loans (without
giving effect to any reductions of such weighted average life caused by voluntary or mandatory
prepayments of Tranche B Term Loans pursuant to Section 2.11) and (v) the Incremental Extensions of
Credit shall be, in the case of revolving loan extensions, on the terms and pursuant to the
documentation applicable to the Revolving Loans. The Borrower shall by written notice offer each
Lender providing Existing Extensions of Credit (an “Existing Lender”) the opportunity for
no less than ten (10) Business Days after delivery of the notice to commit to provide its pro rata
portion (based on the amount of its outstanding Tranche B Term Loans or outstanding Revolving Loans
and unused Revolving Commitments, as applicable, on the date of such notice) of any requested
Incremental Extension of Credit, provided that no Existing Lender shall be obligated to
provide any Incremental Extension of Credit unless it so agrees. Any additional bank, financial
institution, Existing Lender or other Person that elects to extend Incremental Extensions of Credit
shall be reasonably satisfactory to the Borrower and the Administrative Agent and, in the case of
Incremental Extensions of Credit in the form of revolving loans, the Issuing Bank (any such bank,
financial institution, Existing Lender or other Person being called an “Additional Lender”)
and shall become a Lender under this Agreement pursuant to an amendment (an “Incremental
Facility Amendment”) to this Agreement giving effect to the modifications permitted by this
Section 2.20 and, as appropriate, the other Loan Documents and executed by the Borrower, each
Additional Lender and the Administrative Agent. Commitments in respect of Incremental Extensions
of Credit shall be Commitments under this Agreement. An Incremental Facility Amendment may,
without the consent of any other Lenders, effect such amendments to this Agreement and the other
Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to
effect the provisions of this Section 2.20 (including voting provisions applicable to the
Additional Lenders comparable to the provisions of clause (B) of the second proviso of Section
9.02(b)). The effectiveness of any Incremental Facility Amendment shall be subject to the
satisfaction on the date thereof (each, an “Incremental Facility Closing Date”) of each of
the conditions set forth in Section 4.02 (it being understood that all references to “the date of
such Borrowing” in such Section 4.02 shall be deemed to refer to the Incremental


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Facility Closing Date). The proceeds of the Incremental Extensions of Credit shall be used for
working capital and general corporate purposes (including Permitted Acquisitions).




ARTICLE III




Representations and Warranties




          The Borrower and Holdings represent and warrant to the Lenders that:




          SECTION 3.01. Organization; Power.
Each of Holdings, the Borrower and the Subsidiaries (a) is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, (b) has the power and
authority and all governmental rights, qualifications, approvals, authorizations, permits,
accreditations, Reimbursement Approvals, licenses and franchises material to the business of the
Borrower and the Subsidiaries taken as a whole that are necessary to own its assets, to carry on
its business as now conducted and as proposed to be conducted and to execute, deliver and perform
its obligations under each Loan Document to which it is a party and (c) except where the failure to
do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such
qualification is required.




          SECTION 3.02. Authorization; Enforceability.
The Transactions to be entered into by each Loan Party have been duly authorized by all
necessary corporate or other action and, if required, stockholder action. This Agreement has been
duly executed and delivered by each of Holdings and the Borrower and constitutes, and each other
Loan Document to which any Loan Party is to be a party, when executed and delivered by such Loan
Party, will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such
Loan Party, as applicable, enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.




          SECTION 3.03. Governmental Approvals; No Conflicts.
Except as set forth in Schedule 3.03 the Transactions (a) do not require any
consent or approval of, registration or filing with, or any other action by, any Governmental
Authority, except such as have been obtained or made and are in full force and effect and except
those that are required or permitted to be obtained following consummation of the Transactions, the
absence of which individually or in the aggregate are not reasonably likely to result in a Material
Adverse Effect and filings necessary to perfect Liens created under the Loan Documents, (b) will
not violate any Requirement of Law applicable to Holdings, the Borrower or any of the Subsidiaries,
as applicable, (c) will not violate or result in a default under any indenture or other material
agreement or instrument binding upon Holdings, the Borrower or any of the Subsidiaries or its
assets, or give rise to a right thereunder to require any payment to be made by Holdings, the
Borrower or any of the Subsidiaries or give rise to a right of, or result in, termination,
cancellation or acceleration of any material obligation thereunder, (d) will not result in a
Limitation on any right, qualification, approval, permit, accreditation, authorization,
Reimbursement Approval, license or franchise or authorization granted by any Governmental
Authority, Third Party Payor or other Person applicable to the business, operations or assets of
the Borrower or any of the Subsidiaries or adversely affect the ability of the Borrower or any of
the Subsidiaries to participate in any Third Party Payor Arrangement except for Limitations,
individually or in the aggregate, that are not material to the business of the Borrower and the
Restricted Subsidiaries, taken as a whole, and (e) will not result in the creation or imposition of
any Lien on any asset of Holdings, the Borrower or any of the Subsidiaries, except Liens created
under the Loan Documents. There is no pending or, to the knowledge of the Borrower, threatened
Limitation by any Governmental Authority,




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Third Party Payor or any other Person of any right, qualification, approval, permit,
authorization, accreditation, Reimbursement Approval, license or franchise of the Borrower, or any
Subsidiary, except for such Limitations, individually or in the aggregate, as are not reasonably
likely to result in a Material Adverse Effect. No certifications by any Governmental Authority or
any Third Party Payor are required for operation of the business of the Borrower and the
Subsidiaries that are not in place, except for such certifications or agreements, the absence of
which do not materially and adversely affect the operation of the business.




          SECTION 3.04. Financial Condition; No Material Adverse Change.




          (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and
consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows
as of and for the fiscal years ended December 31, 2004, December 31, 2005, and December 31, 2006,
reported on by KPMG LLP, independent public accountants. Such financial statements present fairly,
in all material respects, the financial position and results of operations and cash flows of the
Borrower and its subsidiaries as of such dates and for such periods in accordance with GAAP
consistently applied.




          (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance
sheet as of December 31, 2006 prepared giving effect to the Transactions as if the Transactions had
occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good
faith based on assumptions (which are believed by the Borrower to be reasonable), (ii) accurately
reflects all adjustments necessary to give effect to the Transactions and (iii) presents fairly, in
all material respects, the pro forma financial position of the Borrower and its subsidiaries as of
December 31, 2006 as if the Transactions had occurred on such date.




          (c) Except for (i) liabilities reflected in or reserved against in the financial statements
referred to above or the notes thereto, (ii) liabilities incurred in the ordinary course of
business and (iii) liabilities incurred in connection with the Transactions, after giving effect to
the Transactions, none of Holdings, the Borrower or its subsidiaries has, as of the Effective Date,
any liabilities that are, individually or in the aggregate, reasonably likely to result in a
Material Adverse Effect.




          (d) No event, change, condition or state of facts has occurred that has resulted in, or is
reasonably likely to result in, individually or in the aggregate, a Material Adverse Effect since
December 31, 2006.




          SECTION 3.05. Properties.




          (a) Each of Holdings, the Borrower and the Subsidiaries has good title to, or valid leasehold
interests in, all its real and personal property material to its business, free and clear of all
Liens, except for Liens expressly permitted pursuant to Section 6.02.




          (b) Each of Holdings, the Borrower and the Subsidiaries owns, licenses or possesses the right
to use all trademarks, trade names, copyrights, patents and other intellectual property material to
its business, and the use thereof by Holdings, the Borrower and the Subsidiaries does not, to the
knowledge of Holdings and the Borrower, infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, are not reasonably likely to result
in a Material Adverse Effect.




          (c) Schedule 3.05 sets forth the address of each real property owned, leased or
otherwise held by any of the Loan Parties as of the Effective Date after giving effect to the
Transactions.




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          (d) No Mortgage encumbers improved real property that is located in an area that has been
identified by the Secretary of Housing and Urban Development as an area having special flood
hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance
available under such Act has been obtained in accordance with Section 5.07 unless waived by the
Administrative Agent in its sole discretion.




          SECTION 3.06. Litigation.




Except as set forth on Schedule 3.06, there are no actions, suits or proceedings by or
before any arbitrator or Governmental Authority pending against or, to the knowledge of Holdings
and the Borrower, threatened against or affecting Holdings, the Borrower or any Subsidiary that
would reasonably be likely to, individually or in the aggregate, (i) result in a Material Adverse
Effect or (ii) adversely affect in any material respect the ability of the Loan Parties to
consummate the Transactions or the other transactions contemplated hereby.




          SECTION 3.07. Compliance with Laws and Agreements.
Except as is not reasonably likely to result in, individually or in the aggregate, a
Material Adverse Effect, each of Holdings, the Borrower and the Subsidiaries is in compliance with
all Requirements of Law applicable to it or its property and all indentures, agreements and other
instruments binding upon it or its property.




          SECTION 3.08. Investment Company Status.
Neither Holdings, the Borrower nor any Subsidiary is an “investment company” as defined in,
or subject to regulation under, the Investment Company Act of 1940, as amended.




          SECTION 3.09. Taxes.
Each of Holdings, the Borrower and the Subsidiaries has timely filed or caused to be filed
all Federal and other material Tax returns and reports required to have been filed and has paid or
caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being
contested in good faith by appropriate proceedings and for which Holdings, the Borrower or such
Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or
(b) to the extent that the failure to do so is not reasonably likely, individually or in the
aggregate, to result in a Material Adverse Effect.




          SECTION 3.10. ERISA.
No ERISA Event has occurred, or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to occur, is reasonably
likely, individually or in the aggregate, to result in a Material Adverse Effect. The present
value of all accumulated benefit obligations under each Plan (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair value of the assets of such
Plan. Except as would not be reasonably likely to result in, individually or in the aggregate, a
Material Adverse Effect, each employee benefit plan maintained or contributed to by the Borrower or
any Subsidiary and each Plan is in compliance with the applicable provisions of ERISA and the Code.
Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of
Title IV of ERISA, the aggregate liabilities of each ERISA Affiliate to all Multiemployer Plans in
the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of
each such Multiemployer Plan, are not reasonably likely, individually or in the aggregate, to
result in a Material Adverse Effect.




          SECTION 3.11. Disclosure.
Neither the Information Memorandum nor any of the other reports, financial statements,
certificates or other information furnished by or on behalf of any Loan Party to the Administrative
Agent or any Lender in connection with the negotiation of this Agreement or any other Loan Document
or delivered hereunder or thereunder (as modified or supplemented by other information so furnished
and taken as a whole) contains any material misstatement of fact or omits to




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state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, provided that the foregoing shall
not apply to any projected financial information other than the projected financial information
included in the Information Memorandum, and with respect to such projected financial information,
Holdings and the Borrower represent only that such information was prepared in good faith based
upon assumptions believed by them to be reasonable at the time delivered and as of the Effective
Date.




          SECTION 3.12. Subsidiaries.
After giving effect to the Merger, as of the Effective Date, Holdings does not have any
subsidiaries other than the Borrower and the Subsidiaries and Inactive Subsidiaries listed on
Schedule 3.12. Schedule 3.12 sets forth the name of, and the ownership or
beneficial interest of Holdings in, each subsidiary, including the Borrower, and identifies each
Subsidiary that is a Subsidiary Loan Party, in each case as of the Effective Date.




          SECTION 3.13. Insurance.
Schedule 3.13 sets forth a description of all insurance maintained by or on behalf
of Holdings, the Borrower and the Subsidiaries as of the Effective Date. As of the Effective Date,
all premiums in respect of such insurance have been paid. Holdings and the Borrower believe that
the insurance maintained by or on behalf of the Borrower and the Subsidiaries is adequate.




          SECTION 3.14. Labor Matters.
As of the Effective Date, there are no strikes, lockouts or slowdowns against Holdings, the
Borrower or any Subsidiary pending or, to the knowledge of Holdings and the Borrower, threatened.
The hours worked by and payments made to employees of the Borrower and the Subsidiaries have not
been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or
foreign law dealing with such matters. All payments due from Holdings, the Borrower or any
Subsidiary, or for which any claim may be made against Holdings, the Borrower or any Subsidiary, on
account of wages and employee health and welfare insurance and other benefits, have been paid or
accrued as a liability on the books of Holdings, the Borrower or such Subsidiary. The consummation
of the Transactions will not give rise to any right of termination or right of renegotiation on the
part of any union under any collective bargaining agreement to which Holdings, the Borrower or any
Subsidiary is bound.




          SECTION 3.15. Solvency.
Immediately after the consummation of the Transactions to occur on the Effective Date, (a)
the fair value of the assets of the Loan Parties, taken as a whole, at a fair valuation, will
exceed their debts and liabilities, subordinated, contingent or otherwise, (b) the present fair
saleable value of the property of the Loan Parties, taken as a whole, will be greater than the
amount that will be required to pay the probable liability of their debts and other liabilities,
subordinated, contingent or otherwise, as such debts and other liabilities become absolute and
matured, (c) the Loan Parties, taken as a whole, will be able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured,
and (d) the Loan Parties, taken as a whole, will not have unreasonably small capital with which to
conduct the business in which they are engaged as such business is now conducted and is proposed to
be conducted following the Effective Date, in each case after giving effect to any rights of
indemnification, contribution or subrogation arising among the Subsidiary Loan Parties pursuant to
the Collateral Agreement or by law.




          SECTION 3.16. Senior Indebtedness.
The Obligations constitute “Senior Debt” under and as defined in the Senior Subordinated
Notes Documents.




          SECTION 3.17. Reimbursement from Third Party Payors.
The accounts receivable of Holdings, the Borrower and the Subsidiaries have been and will
continue to be adjusted to reflect the reimbursement policies required by all applicable
Requirements of Law and other Third Party Payor Arrangements to which Holdings, the Borrower or
such Subsidiary is subject, and do not exceed in any material respect amounts the Borrower or such
Subsidiary is entitled to receive under any capitation ar-




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rangement, fee schedule, discount formula, cost-based reimbursement or other adjustment or
limitation to usual charges. To the knowledge of the Borrower and Holdings, all billings by
Holdings, the Borrower and each Subsidiary pursuant to any Third Party Payor Arrangements have been
made in compliance with all applicable Requirements of Law, except where failure to comply would
not, individually or in the aggregate, be reasonably likely to result in a Material Adverse Effect.
To the knowledge of the Borrower and Holdings, there has been no intentional or material
over-billing or over-collection by the Borrower or any Subsidiary pursuant to any Third Party Payor
Arrangements, other than as created by routine adjustments and disallowances made in the ordinary
course of business by the Third Party Payors with respect to such billings.




          SECTION 3.18. Fraud and Abuse; Licenses.
To the knowledge of the Borrower and Holdings, none of Holdings, the Borrower or any
Subsidiary, nor any of their respective partners, members, stockholders, officers or directors,
acting on behalf of Holdings, the Borrower or any Subsidiary, have engaged on behalf of Holdings,
the Borrower or any Subsidiary in any activities that are prohibited under 42 U.S.C. § 1320a-7, 42
U.S.C. § 1320a-7a, 42 U.S.C. § 1320a-7b, 42 U.S.C. § 1395nn, 31 U.S.C. § 3729 et
seq., or the regulations promulgated thereunder, or related Requirements of Law, or under
any similar state law or regulation, or that are prohibited by binding rules of professional
conduct, including (a) knowingly and willfully making or causing to be made a false statement or
misrepresentation of a material fact in any application for any benefit or payment, (b) knowingly
and willfully making or causing to be made any false statement or misrepresentation of a material
fact for use in determining rights to any benefit or payment, (c) failing to disclose knowledge by
a claimant of the occurrence of any event affecting the initial or continued right to any benefit
or payment on its own behalf or on behalf of another, with intent to secure such benefit or payment
fraudulently, (d) knowingly and willfully soliciting or receiving any remuneration (including any
kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, or
offering to pay or receive such remuneration (i) in return for referring an individual to a Person
for the furnishing or arranging for the furnishing of any item or service for which payment may be
made, in whole or in part, pursuant to any Third Party Payor Arrangement to which the foregoing
rules and regulations apply or (ii) in return for purchasing, leasing or ordering or arranging for
or recommending purchasing, leasing or ordering any good, facility, service or item for which
payment may be made, in whole or in part, pursuant to any Third Party Payor Arrangement to which
the foregoing rules and regulations apply and (e) making any prohibited referral for designated
health services, or presenting or causing to be presented a claim or bill to any individual, Third
Party Payor or other entity for designated health services furnished pursuant to a prohibited
referral. Neither Holdings, the Borrower nor any Subsidiary shall be considered to be in breach of
this Section 3.18 so long as (a) it shall have taken such actions (including implementation of
appropriate internal controls) as may be reasonably necessary to prevent such prohibited actions
and (b) such prohibited actions as have occurred, individually or in the aggregate, are not
reasonably likely result in a Material Adverse Effect.




          The facilities operated by the Borrower and its Subsidiaries are qualified for participation
in the Government Programs in which they participate, and comply in all material respects with the
conditions of participation in all Government Programs in which they participate or have
participated, except for the fact that facilities newly developed by any such Person may from time
to time be awaiting an initial Medicare certification and/or initial Medicare or Medicaid provider
number in accordance with customary processing and certification timeframes of such Government
Programs. There is no pending or, to the Borrower’s and Holdings’ knowledge, threatened proceeding
or investigation by any of the Government Programs with respect to (i) the Borrower’s or any
Subsidiary’s qualification or right to participate in any Government Program in which it
participates or has participated, (ii) the compliance or non-compliance by any such Person with the
terms or provisions of any Government Program in which it participates or has participated, or
(iii) the right of any such Person to receive or retain amounts received or due or to become due
from any Government Program in which it participates or has participated, which




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proceeding or investigation, together with all other such proceedings and investigations,
would be reasonably likely to result in a Material Adverse Effect.




          SECTION 3.19. Margin Regulations.
The Borrower is not engaged nor will it engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of
Regulation U issued by the Board), or extending credit for the purpose of purchasing or carrying
margin stock, and no proceeds of any Borrowings or drawings under any Letter of Credit will be used
for any purpose that violates Regulation U.




          SECTION 3.20. Patriot Act.




          (a) Neither Holdings, the Borrower nor any Subsidiary nor, to the knowledge of Borrower or
Holdings, any Non-Consolidated Entity, is in violation of any requirement of applicable Law
relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive
Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive
Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “USA Patriot Act”).




          (b) Neither Holdings, the Borrower nor any Subsidiary nor, to the knowledge of Borrower or
Holdings, any Non-Consolidated Entity or broker or other agent of Holdings, the Borrower or any of
its Subsidiaries acting or benefiting in any capacity in connection with the Loans is any of the
following:





     (i) a Person that is listed in the annex to, or is otherwise subject to the provisions
of, the Executive Order;




     (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is
listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;




     (iii) a Person with which any Lender is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law;




     (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as
defined in the Executive Order; or




     (v) a Person that is named as a “specially designated national and blocked person” on
the most current list published by the U.S. Treasury Department Office of Foreign Assets
Control (“OFAC”) at its official website or any replacement website or other
replacement official publication of such list.



          (c) Neither the Holdings, the Borrower nor any of its Subsidiaries and, to the knowledge of
the Borrower and Holdings, no broker or other agent of the Holdings, the Borrower or any of its
Subsidiaries acting in any capacity in connection with the Loans (i) conducts any business or
engages in making or receiving any contribution of funds, goods or services to or for the benefit
of any person described in Section 3.20(b) above, (ii) deals in, or otherwise engages in any
transaction relating to, any property or interests in property blocked pursuant to the Executive
Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has
the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in
any Anti-Terrorism Law.




          SECTION 3.21. Intellectual Property; Licenses, Etc.
Holdings, the Borrower and each of its Subsidiaries own, license or possess the right to use,
all of the trademarks, service marks, trade




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names, domain names, copyrights, patents, patent rights, licenses, technology, software,
know-how database rights, design rights and other intellectual property rights (collectively,
“IP Rights”) that are reasonably necessary for the operation of their respective businesses
as currently conducted, and, without conflict with the rights of any Person, except to the extent
such conflicts, either individually or in the aggregate, are not reasonably likely to result in a
Material Adverse Effect. Holdings, the Borrower and its Subsidiaries in the operation of their
respective businesses as currently conducted do not infringe upon any rights held by any Person
except for such infringements, individually or in the aggregate, which are not reasonably likely to
result in a Material Adverse Effect. No claim or litigation regarding any of the IP Rights, owned
by Holdings, the Borrower and each of its Subsidiaries, is pending or, to the knowledge of the
Borrower and Holdings, threatened against Holdings, the Borrower or any of its Subsidiaries, which,
either individually or in the aggregate, is reasonably likely to result in a Material Adverse
Effect.




          Except pursuant to licenses and other user agreements entered into by each Loan Party in the
ordinary course of business, on and as of the date hereof (i) each Loan Party owns and possesses
the right to use, and has done nothing to authorize or enable any other Person to use, any
copyright, patent or trademark listed in Schedule 9(a) or 9(b) to the Perfection Certificate and
(ii) all registrations listed in Schedule 9(a) or 9(b) to the Perfection Certificate are valid and
in full force and effect, except, in each case, to the extent failure to own or possess such right
to use or of such registrations to be valid and in full force and effect is not reasonably likely,
individually or in the aggregate, to result in a Material Adverse Effect.




          SECTION 3.22. Security Documents.




          (a) Security Agreement. The Security Documents are effective to create in favor of
the Collateral Agent for the benefit of the Lenders, legal, valid and enforceable Liens on, and
security interests in, the Collateral described therein to the extent intended to be created
thereby and (i) when financing statements and other filings in appropriate form are filed in the
offices specified on Schedule 7 to the Perfection Certificate and (ii) upon the taking of
possession or control by the Collateral Agent of such Collateral with respect to which a security
interest may be perfected only by possession or control (which possession or control shall be given
to the Collateral Agent to the extent possession or control by the Collateral Agent is required by
the Security Documents), the Liens created by the Security Documents shall constitute fully
perfected Liens on, and security interests in (to the extent intended to be created thereby), all
right, title and interest of the grantors in such Collateral to the extent perfection can be
obtained by filing financing statements or possession or control, as applicable, in each case
subject to no Liens other than Liens permitted hereunder.




          (b) PTO Filing; Copyright Office Filing. When the Collateral Agreement or a short
form thereof is properly filed in the United States Patent and Trademark Office and the United
States Copyright Office, the Liens created by the Collateral Agreement shall, to the extent allowed
by law, constitute fully perfected Liens on, and security interests in, all right, title and
interest of the grantors thereunder (to the extent intended to be created thereby) in Patents and
Trademarks (each as defined in the Collateral Agreement) registered or applied for with the United
States Patent and Trademark Office or Copyrights (as defined in the Collateral Agreement)
registered or applied for with the United States Copyright Office, as the case may be, in each case
subject to no Liens other than Liens permitted hereunder (it being understood that subsequent
recordings in the United States Patent and Trademark Office and the United States Copyright Office
may be necessary to perfect a Lien on registered Patents, Trademarks and Copyrights acquired by the
grantors thereof after the Effective Date).




          (c) Valid Liens. Each Security Document delivered pursuant to Sections 5.12 and 5.13
will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent,
for




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the benefit of the Lenders, legal, valid and enforceable Liens on, and security interests in
(to the extent intended to be created thereby), all of the Loan Parties’ right, title and interest
in and to the Collateral thereunder and (i) when all appropriate filings, recordings, registrations
or notifications are made as may be required under applicable law and (ii) upon the taking of
possession or control by the Collateral Agent of such Collateral with respect to which a security
interest may be perfected only by possession or control (which possession or control shall be given
to the Collateral Agent to the extent required by any such Security Document), such Security
Document will constitute fully perfected Liens on, and security interests in (to the extent
intended to be created thereby), all right, title and interest of the Loan Parties in such
Collateral to the extent perfection can be obtained by filing financing statements or possession or
control, in each case subject to no Liens other than Liens permitted hereunder.




          (d) Each Mortgage is effective to create, in favor of the Collateral Agent, for the benefit of
the Lenders, legal, valid and enforceable first priority Liens on, and security interests in, all
of the Loan Parties’ right, title and interest in and to the Mortgaged Properties thereunder and
the proceeds thereof, subject only to Permitted Encumbrances or other Liens acceptable to the
Collateral Agent, and when the Mortgages are filed in the applicable offices (or, in the case of
any Mortgage executed and delivered after the date hereof in accordance with the provisions of
Sections 5.12 and 5.13, when such Mortgage is filed in the offices specified in the local counsel
opinion delivered with respect thereto in accordance with the provisions of Sections 5.12 and
5.13), the Mortgages shall constitute fully perfected Liens on, and security interests in, all
right, title and interest of the Loan Parties in the Mortgaged Properties and the proceeds thereof,
in each case prior and superior in right to any other Person, other than Liens permitted by such
Mortgage.




          SECTION 3.23. Environmental Compliance.




          (a) Except with respect to any other matters that, individually or in the aggregate, are not
reasonably likely to result in a Material Adverse Effect, neither Holdings, the Borrower nor any
Subsidiary (i) has failed to comply with any Environmental Law or to obtain, maintain or comply
with any Environmental Permit or to provide any notification required under any Environmental Law
or has become subject to any Environmental Liability or is conducting or financing any
investigation, response or corrective action pursuant to any Environmental Law at any location; or
(ii) knows of any basis for Environmental Liability. There are no claims, actions, suits, or
proceedings alleging potential liability or violation of, or otherwise relating to, any
Environmental Law that are, individually or in the aggregate, reasonably likely to result in a
Material Adverse Effect.




          (b) Except as not reasonably likely to result in, individually or in the aggregate, a Material
Adverse Effect, (i) none of the properties currently or formerly owned, leased or operated by
Holdings, the Borrower or any of its Subsidiaries is listed or proposed for listing on the NPL or
on the CERCLIS or any analogous foreign, state or local list or is adjacent to any such property;
(ii) there are no and never have been any underground or aboveground storage tanks or any surface
impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have
been treated, stored or disposed on any property currently owned, leased or operated by Holdings,
the Borrower or any of its Subsidiaries or, to the Borrower’s and Holdings’ knowledge, on any
property formerly owned or operated by Holdings, the Borrower or any of its Subsidiaries; (iii)
there is no asbestos or asbestos-containing material at or on any facility, equipment or property
currently owned or operated by Holdings, the Borrower or any of its Subsidiaries; and (iv) there
has been no Release of Hazardous Materials by any Person on any property currently or formerly
owned, leased or operated by Holdings, the Borrower or any of its Subsidiaries and there has been
no Release of Hazardous Materials by Holdings, the Borrower or any of its Subsidiaries at any other
location.




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          (c) The properties owned, leased or operated by Holdings, the Borrower and its Subsidiaries do
not contain any Hazardous Materials in amounts or concentrations which (i) constitute, or
constituted a violation of, (ii) require remedial action under, or (iii) could give rise to
liability under, Environmental Laws, which violations, remedial actions and liabilities,
individually or in the aggregate, are reasonably likely to result in a Material Adverse Effect.




          (d) Holdings, the Borrower and its Subsidiaries are not conducting or financing, either
individually or together with other potentially responsible parties, any investigation or
assessment or remedial or response action relating to any actual or threatened Release of Hazardous
Materials at any site, location or operation, either voluntarily or pursuant to the order of any
Governmental Authority or the requirements of any Environmental Law except for such investigation
or assessment or remedial or response action that, individually or in the aggregate, is not
reasonably likely to result in a Material Adverse Effect.




          (e) All Hazardous Materials generated, used, treated, handled or stored at, or transported to
or from, any property currently or formerly owned or operated by Holdings, the Borrower or any of
its Subsidiaries have been disposed of in a manner not reasonably likely to result in, individually
or in the aggregate, a Material Adverse Effect.




          (f) Except as would not be reasonably likely to result in, individually or in the aggregate, a
Material Adverse Effect, neither Holdings, the Borrower nor any of its Subsidiaries has
contractually assumed any liability or obligation under or relating to any Environmental Law.




ARTICLE IV




Conditions




          SECTION 4.01. Effective Date.
The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of
Credit hereunder shall not become effective until the date on which each of the following
conditions is satisfied (or waived):





     (a) The Administrative Agent shall have received from each party hereto either (i) a
counterpart of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy transmission of a
signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement.




     (b) The Administrative Agent shall have received a written opinion (addressed to the
Administrative Agent and the Lenders and dated the Effective Date) of each of (i) Ropes &
Gray LLP, counsel for Holdings and the Borrower, substantially in the form of Exhibit
B, (ii) the General Counsel of the Borrower in form satisfactory to the Administrative
Agent and (iii) local counsel in each jurisdiction specified on Schedule 4.01 in
form satisfactory to the Administrative Agent, and, in the case of each such opinion
required by this paragraph, covering such matters relating to the Loan Parties, the Loan
Documents or the Transactions as the Administrative Agent shall reasonably request.




     (c) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the organization,
existence and good standing of each Loan Party, the authorization of the Transactions and
any other legal matters relating to the Loan Parties, the Loan Documents or the
Transactions, all in form and substance reasonably satisfactory to the Administrative Agent.



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     (d) The Administrative Agent shall have received a certificate, dated the Effective
Date and signed by a Financial Officer, confirming compliance with the conditions set forth
in paragraphs (a) and (b) of Section 4.02 (other than, with respect to Section 4.02(a), the
representation and warranty set forth in Section 3.04(d), which representation and warranty
need not be made on the Effective Date).




     (e) The Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement
or payment of all out-of-pocket expenses (including fees, charges and disbursements of
counsel) required to be reimbursed or paid by any Loan Party hereunder or under any other
Loan Document.




     (f) The Collateral and Guarantee Requirement shall have been satisfied and the
Administrative Agent shall have received a completed Perfection Certificate dated the
Effective Date and signed by a Financial Officer and a legal officer of the Borrower,
together with all attachments contemplated thereby, including the results of a search of the
Uniform Commercial Code (or equivalent) filings made with respect to the Loan Parties in the
jurisdictions contemplated by the Perfection Certificate and copies of the financing
statements (or similar documents) disclosed by such search and evidence reasonably
satisfactory to the Administrative Agent that the Liens indicated by such financing
statements (or similar documents) are permitted by Section 6.02 or have been released,
provided that the Collateral Agent may, in its reasonable judgment, grant extensions
of time for compliance with the Collateral and Guarantee Requirement by any Loan Party.




     (g) The Administrative Agent shall have received evidence that the insurance required
by Section 5.07 is in effect.




     (h) The Lenders shall have received a pro forma consolidated balance sheet of Borrower
as of the date of the most recent consolidated balance sheet delivered pursuant to Section
4.01(k)(ii), reflecting all pro forma adjustments (in accordance with Regulation S-X and
such other adjustments as shall be agreed between the Borrower and the Arrangers) as if the
Transactions had been consummated on such date, and such pro forma consolidated balance
sheet shall be consistent in all material respects with the forecasts and other information
previously provided to the Lenders. After giving effect to the Transactions, none of
Holdings, the Borrower or any Subsidiary shall have outstanding any preferred stock or any
Indebtedness, other than (i) Indebtedness incurred under the Loan Documents, (ii) the Senior
Subordinated Notes and (iii) Indebtedness set forth on Schedule 6.01. The Borrower
shall have delivered its most recent projections through the 2014 fiscal year.




     (i) All obligations under or relating to the Existing Credit Facilities (other than
customary indemnification obligations) and all liens, guarantees and security interests
granted in respect thereof (including all adequate protection obligations related thereto)
shall have been discharged, and the terms and conditions of such discharge shall be
satisfactory to the Administrative Agent. The Administrative Agent shall have received
payoff and release letters with respect to the Existing Credit Facilities in form and
substance reasonably satisfactory to the Administrative Agent.




     (j) The Administrative Agent shall have received a certificate, dated the Effective
Date and signed by a Financial Officer, confirming that since September 30, 2006, there has
not been any change, event, condition, circumstance or state of facts, individually or in
the aggregate, that has had or could reasonably be expected to have a Company Material
Adverse Effect (as defined in the Merger Agreement as in effect on January 7, 2007).



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     (k) The Lenders shall have received (i) audited consolidated and consolidating (between
US and UK operations) balance sheets and related statements of income, stockholders’ equity
and cash flows of the Borrower for the three most recently completed fiscal years ended at
least 90 days prior to the Effective Date (without any qualified audit opinion thereon) and
(ii) unaudited consolidated and consolidating (between US and UK operations) balance sheets
and related statements of income, stockholders’ equity and cash flows of the Borrower for
each subsequently completed fiscal quarter since the date of such audited financial
statements ended at least 45 days prior to the Effective Date and (iii) to the extent made
available by the Borrower to Holdings prior to the Effective Date, each fiscal month after
the most recent fiscal period for which financial statements were received by the Lenders as
described above and ended at least 30 days prior to the Effective Date (to be in the form
provided by the Borrower to Holdings), which financial statements described in clauses (a)
and (b) shall be prepared in accordance with GAAP.




     (l) The Administrative Agent shall have received a certificate, dated the Effective
Date and signed by the president or a vice president of the Borrower or a Financial Officer,
in form and substance reasonably satisfactory to the Administrative Agent, together with
such other evidence reasonably requested by the Lenders, confirming the solvency of the Loan
Parties on a consolidated basis after giving effect to the Transactions.




     (m) The Transactions shall have been consummated or shall be consummated simultaneously
with the Effective Date in accordance with applicable law, the Merger Agreement and all
other related documentation (in each case without giving effect to any amendments,
modifications or waivers to or of such documents that are materially adverse to the Lenders
not approved by the Arrangers).




     (n) The Equity Contributions shall have been made.




     (o) The consummation of the Transactions shall comply in all respects with the terms of
the Senior Subordinated Notes and the UK Facility and the Senior Subordinated Notes shall
have been issued and all the conditions precedent to borrowing under the UK Facility shall
have been met.


The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such
notice shall be conclusive and binding.




          SECTION 4.02. Each Credit Event.
The obligation of each Lender to make any Loan and of the Issuing Bank to issue, amend,
renew or extend any Letter of Credit, is subject to receipt of the request therefor in accordance
herewith and to the satisfaction of the following conditions:





     (a) The representations and warranties of each Loan Party set forth in the Loan
Documents shall be true and correct in all material respects (except to the extent any such
representation or warranty is qualified by “materially”, “Material Adverse Effect” or a
similar term, in which case such representation and warranty shall be true and correct in
all respects) on and as of the date of such Borrowing or the date of issuance, amendment,
renewal or extension of such Letter of Credit, as applicable, except to the extent such
representations and warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct in all material respects (except to
the extent any such representation or warranty is qualified by “materially”, “Material
Adverse Effect” or a similar term, in which case such representation and warranty shall be
true and correct in all respects) as of such earlier date); provided that the only
representations relating to the Borrower or its Subsidiaries and their businesses, the
accuracy of



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which shall be a condition to availability on the Effective Date shall be those in
Sections 3.01, 3.02, 3.08, 3.16, 3.19 and 3.20.




     (b) At the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as applicable, no
Default or Event of Default shall have occurred and be continuing; provided that the
only representations relating to the Borrower or its Subsidiaries and their businesses, the
accuracy of which shall be a condition to availability on the Effective Date shall be those
in Sections 3.01, 3.02, 3.08, 3.16, 3.19 and 3.20.


Each Borrowing (provided that a conversion or continuation of a Borrowing shall not
constitute a “Borrowing” for purposes of this Section 4.02) and each issuance, amendment, renewal
or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by
Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b)
of this Section 4.02.




ARTICLE V




Affirmative Covenants




          Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees, expenses and other amounts payable under any Loan Document shall have been
paid in full and all Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, each of Holdings and the Borrower covenants and agrees with the Lenders
that:




          SECTION 5.01. Financial Statements and Other Information.
The Borrower will furnish to the Administrative Agent (for distribution to each
Lender):




          (a) within 90 days (or such shorter period as the SEC shall specify for the filing of annual
reports on Form 10-K) after the end of each fiscal year of the Borrower commencing with the fiscal
year ended December 31, 2007, (i) its audited consolidated and consolidating (between Loan Parties
and entities that are not loan parties and which may be in the form of footnote disclosure) balance
sheet and consolidated and consolidating (between Loan Parties and entities that are not loan
parties and which may be in the form of footnote disclosure) statements of operations and
comprehensive income, stockholders’ equity and cash flows as of the end of and for such fiscal
year, and the related notes thereto, setting forth in each case in comparative form the figures for
the previous fiscal year, all reported on by independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial condition and results of
operations of the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, and (ii) if at any time the Borrower is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, a “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” that describes the financial condition and results
of operations of the Borrower and its consolidated Subsidiaries;




          (b) within 45 days (or such shorter period as the SEC shall specify for the filing of
quarterly reports on Form 10-Q) after the end of each of the first three fiscal quarters of each
fiscal year of the Borrower commencing with the fiscal quarter ending March 31, 2007, (i) its
consolidated and consolidating (between Loan Parties and entities that are not loan parties and
which may be in the form of footnote disclosure) balance sheet and consolidated and consolidating
(between Loan Parties and entities that are not loan parties and which may be in the form of
footnote disclosure) statements of operations and comprehensive income, stockholders’ equity and
cash flows as of the end of and for such fiscal quar-




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ter and the then-elapsed portion of the fiscal year, setting forth in each case in comparative
form the figures for the corresponding period or periods of (or, in the case of the balance sheet,
as of the end of) the previous fiscal year, all certified by a Financial Officer as presenting
fairly in all material respects the financial condition and results of operations of the Borrower
and the Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject
to normal year-end audit adjustments and the absence of footnotes, and (ii) if at any time the
Borrower is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, a
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” that
describes the financial condition and results of operations of the Borrower and its consolidated
Subsidiaries;




          (c) concurrently with any delivery of financial statements under Section 5.01(a) or (b), a
certificate of a Financial Officer (i) certifying as to whether a Default or Event of Default has
occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any
action taken or proposed to be taken with respect thereto, (ii) setting forth (A) reasonably
detailed calculations demonstrating compliance (if necessary) with Section 6.12 (including any
exercise of the rights set forth in Section 7.02), showing a detailed calculation of the Available
Amount including changes therein from the prior reporting period, the Fair Market Value of the
assets of Inactive Subsidiaries and showing a calculation of the Leverage Ratio for purposes of
determining the Applicable Rate and (B) in the case of financial statements delivered under Section
5.01(a), reasonably detailed calculations of Excess Cash Flow for the applicable period, (iii)
certifying as to the calculation of Consolidated EBITDA on a Pro Forma Basis for the four fiscal
quarter period ending on the date of such financial statements and accompanied by reasonably
detailed supporting evidence, and (iv) certifying as to the applicable Secured Leverage Ratio,
Fixed Charge Coverage Ratio or Facility-Level EBITDA, at the time of each event for which
compliance with a Secured Leverage Ratio, Fixed Charge Coverage Ratio or Facility-Level EBITDA
threshold is expressly required (i.e. the requirement is not solely that no Default or Event of
Default exist on a Pro Forma Basis) during the period covered by the applicable financial
statements being delivered under Section 5.01(a) or (b), accompanied by reasonably detailed
supporting evidence; it being understood that each of the calculations described in this Section
5.01(c) shall provide a reconciliation to the financial statements delivered under Sections 5.01(a)
and (b);




          (d) concurrently with any delivery of financial statements under Section 5.01(a), a
certificate of the accounting firm that reported on such financial statements stating whether they
obtained knowledge during the course of their examination of such financial statements of any
Default or Event of Default and, if such knowledge has been obtained, describing such Default or
Event of Default (which certificate may be limited to the extent required by accounting rules or
guidelines);




          (e) within 30 days after the commencement of each fiscal year of the Borrower, a detailed
consolidated budget for such fiscal year (including a projected consolidated balance sheet and
consolidated statements of projected operations and cash flows as of the end of and for such fiscal
year) and, promptly when available, any significant revisions of such budget;




          (f) promptly after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC
or with any national securities exchange, as applicable;




          (g) simultaneously with the delivery of each set of consolidated financial statements referred
to in Sections 5.01(a) and 5.01(b) above, the related consolidating financial statements reflecting
the adjustments necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such
consolidated financial statements; and





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          (h) promptly following any request therefor, such other information regarding the operations,
business affairs and financial condition of Holdings, the Borrower or any Subsidiary or any Plan,
or compliance with the terms of any Loan Document, as the Administrative Agent or any Lender may
reasonably request.




          SECTION 5.02. Notices of Material Events. Holdings and the Borrower will furnish to the Administrative Agent (for distribution to
each Lender), through the Administrative Agent, written notice of the following promptly after
obtaining knowledge thereof:





     (a) the occurrence of any Default or Event of Default;




     (b) the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting Holdings, the Borrower or any
Subsidiary that, if adversely determined, is reasonably likely to result in a Material
Adverse Effect;




     (c) the occurrence of any ERISA Event that alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability of the
Borrower and the Restricted Subsidiaries in an aggregate amount exceeding $10,000,000;




     (d) the receipt by Holdings, the Borrower or any Subsidiary of (i) any notice of any
loss of any governmental right, qualification, permit, accreditation, approval,
authorization, Reimbursement Approval, license or franchise or (ii) any notice, compliance
order or adverse report issued by any Governmental Authority or Third Party Payor that, if
not promptly complied with or cured, could result in (A) the suspension or forfeiture of any
material governmental right, qualification, permit, accreditation, approval, authorization,
Reimbursement Approval, license or franchise necessary for the Borrower or any Restricted
Subsidiary to carry on its business as now conducted or as proposed to be conducted or (B)
any other material Limitation imposed upon the Borrower or any Restricted Subsidiary;




     (e) any Change in Law of the type described in clause (a) or (b) of such definition
relating to any Third Party Payor Arrangement that could reasonably be expected to have a
material and adverse effect on the ability of the Borrower or any Restricted Subsidiary to
carry on its business as now conducted or as proposed to be conducted; and




     (f) any other development that results in, or is reasonably likely, individually or in
the aggregate, to result in, a Material Adverse Effect.


Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Financial
Officer or other executive officer of the Borrower setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect
thereto.




          SECTION 5.03. Information Regarding Collateral.




          (a) The Borrower will furnish to the Collateral Agent prompt written notice (but in no event
later than 60 days) of any change (i) in any Loan Party’s corporate name, (ii) in the jurisdiction
of incorporation or organization of any Loan Party or (iii) in any Loan Party’s organizational
identification number. The Borrower agrees not to effect or permit any change referred to in the
preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise
that are required in order for the Collateral Agent to continue at all times following such change
to have a valid, legal and perfected security interest in all the Collateral. The Borrower also
agrees promptly to notify the Collateral Agent if any material portion of the Collateral is damaged
or destroyed.




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          (b) Each year, at the time of delivery of annual financial statements pursuant to Section
5.01(a), the Borrower shall deliver to the Collateral Agent a certificate executed by a Financial
Officer and the chief legal officer of the Borrower setting forth the information required pursuant
to the Perfection Certificate or confirming that there has been no change in such information since
the date of the Perfection Certificate delivered on the Effective Date or the date of the most
recent certificate delivered pursuant to this Section (it being understood that with such updates
to the Perfection Certificate the Borrower need not conduct additional lien or other database
searches or list any filing offices or give the information required by Section 3 thereof).




          SECTION 5.04. Existence; Conduct of Business. Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries
to, do or cause to be done all things necessary to preserve, renew and keep in full force and
effect its legal existence and the rights, qualifications, permits, approvals, accreditations,
authorizations, Reimbursement Approvals, licenses, franchises, patents, copyrights, trademarks and
trade names material to the conduct of its business; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.




          SECTION 5.05. Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries
to, pay its Tax liabilities, before the same shall become delinquent or in default, except where
(a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b)
Holdings, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP, (c) such contest effectively suspends the enforcement
of any Lien securing such obligation and (d) the failure to make payment pending such contest is
not reasonably likely to, individually or in the aggregate, result in a Material Adverse Effect.




          SECTION 5.06. Maintenance of Properties. Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries
to, keep and maintain all property material to the conduct of its business in good working order
and condition, ordinary wear and tear and fire or other casualty excepted.




          SECTION 5.07. Insurance. Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries
to, maintain, with financially sound and reputable insurance companies (which may include
self-insurance), (a) insurance in such amounts (with no greater risk retention) and against such
risks as are customarily maintained by companies of established repute engaged in the same or
similar businesses operating in the same or similar locations and (b) all insurance required to be
maintained pursuant to the Security Documents; each insurance policy maintained pursuant to this
sentence shall name the Collateral Agent as additional insured or loss payee if permitted by law
and shall provide that no cancellation, material reduction in amount or material change in coverage
thereof shall be effective until at least 30 days after receipt by the Collateral Agent of written
notice thereof. The Borrower will furnish to the Lenders, upon request of the Administrative
Agent, information in reasonable detail as to the insurance so maintained. Unless otherwise waived
by the Administrative Agent in its sole discretion, with respect to each Mortgaged Property, obtain
flood insurance in such total amount as the Administrative Agent or the Required Lenders may from
time to time reasonably require, if at any time the area in which any improvements located on any
Mortgaged Property is designated a “flood hazard area” in any Flood Insurance Rate Map published by
the Federal Emergency Management Agency (or any successor agency), and otherwise comply with the
National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as
amended from time to time.




          SECTION 5.08. Casualty and Condemnation. The Borrower (a) will furnish to the Administrative Agent and the Lenders prompt written
notice of any casualty or other insured damage to




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any material portion of the Collateral or the commencement of any action or proceeding for the
taking of any material portion of the Collateral or interest therein under power of eminent domain
or by condemnation or similar proceeding and (b) will ensure that the Net Proceeds of any such
event (whether in the form of insurance proceeds, condemnation awards or otherwise) are collected
and applied in accordance with the applicable provisions of this Agreement and the Security
Documents.




          SECTION 5.09. Books and Records; Inspection and Audit Rights. Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries
to, keep proper books of record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and activities. Each of Holdings and the
Borrower will, and will cause each of the Restricted Subsidiaries to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and
inspect its properties during normal business hours, to examine and make extracts from its books
and records, including any information relating to actual or potential compliance with or liability
under Environmental Laws, and to discuss its affairs, finances and condition with its officers and
independent accountants (provided that the Borrower shall be provided the opportunity to
participate in any such discussions with its independent accountants), all at such reasonable times
and as often as reasonably requested.




          SECTION 5.10. Compliance with Laws. Each of Holdings and the Borrower will, and will cause each of the Restricted Subsidiaries
to comply with all Requirements of Law, including ERISA and Environmental Laws, and all
requirements of Government Programs even if not Requirements of Law, applicable to it, its
operations and all property owned, operated and leased by any of them, except where the failure to
do so, individually or in the aggregate, is not reasonably likely to result in a Material Adverse
Effect.




          SECTION 5.11. Use of Proceeds and Letters of Credit. The proceeds of the Tranche B Term Loans and any Revolving Loans borrowed on the Effective
Date will be used by the Borrower on the Effective Date solely for (a) first, the payment
of the Transaction Costs, (b) second, the payment of all principal, interest, fees and
other amounts outstanding under the Existing Credit Facilities, and (c) third, together
with the Equity Contributions and cash on hand of the Borrower, the payment of the Merger
Consideration. The proceeds of the Delayed Draw Term loans will be used solely to finance the St.
Louis Investments. The proceeds of the Revolving Loans (except as described above), Swingline
Loans and Letters of Credit will be used only for working capital and for other general corporate
purposes. No part of the proceeds of any Loan and no Letter of Credit will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the Regulations of the
Board, including Regulations T, U and X.




          SECTION 5.12. Additional Subsidiaries. If any additional Subsidiary is formed or acquired after the Effective Date (or if any
Inactive Subsidiary or Specified Subsidiary that is not a Subsidiary Loan Party ceases to qualify
as an Inactive Subsidiary or Specified Subsidiary, as applicable) the Borrower will, promptly and
in any event within 30 days of such event, notify the Collateral Agent and the Administrative Agent
thereof and cause the Collateral and Guarantee Requirement to be satisfied with respect to such
Subsidiary (if it is a Subsidiary Loan Party) and with respect to any Equity Interest in such
Subsidiary owned by or on behalf of any Loan Party; provided that the Collateral Agent may,
in its reasonable judgment, grant extensions of time for compliance, or exceptions from compliance,
with the provisions of this paragraph by any Loan Party.




          SECTION 5.13. Further Assurances.




          (a) Holdings and the Borrower will, and will cause each Subsidiary Loan Party to, execute any
and all further documents, financing statements, agreements and instruments, and take all such
further actions (including the filing and recording of financing statements, fixture filings,
mortgages,




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deeds of trust and other documents), which may be required under any applicable law, or which
the Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral
and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties. Each
of Holdings and the Borrower also agrees to provide to the Collateral Agent, from time to time upon
reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the
perfection and priority of the Liens created or intended to be created by the Security Documents
(including legal opinions).




          (b) If any material assets (including any real property (other than any leased real property)
or improvements thereto or any interest therein, other than any real property with a fair value of
less than $2,500,000) are acquired by the Borrower or any Subsidiary Loan Party after the Effective
Date (other than assets constituting Collateral under the Collateral Agreement that become subject
to the Lien in favor of the Collateral Agent upon acquisition thereof), the Borrower will promptly
notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative
Agent or the Required Lenders, the Borrower will cause such assets to be subjected to the Lien of
the Security Documents securing the Obligations and will take, and cause the Subsidiary Loan
Parties to take, such actions as shall be necessary or reasonably requested by the Administrative
Agent to grant and perfect such Liens, including actions described in Section 5.13(a), all at the
expense of the Loan Parties, all within 90 days of such request, provided that the
Collateral Agent may, in its reasonable judgment, grant extensions of time for compliance or
exceptions with the provisions of this paragraph by any Loan Party. Notwithstanding anything to
the contrary in this Agreement or any Security Document, no Loan Party shall be required to pledge
or grant security interests in particular assets if, in the reasonable judgment of the
Administrative Agent or the Collateral Agent, the costs of creating or perfecting such pledges or
security interests in such assets (including any mortgage, stamp, intangibles or other tax) are
excessive in relation to the benefits to the Lenders therefrom.




          SECTION 5.14. Environmental Matters. Except, in each case, to the extent that the failure to do so is not reasonably likely to
have, individually or in the aggregate, a Material Adverse Effect, Holdings and the Borrower will
comply, and take all reasonable actions to cause all lessees and other Persons operating or
occupying its properties to comply with all applicable Environmental Laws and Environmental
Permits; obtain and renew all Environmental Permits necessary for its operations and properties;
and, in each case to the extent Holdings, the Borrower or any Restricted Subsidiary is required by
Environmental Laws, conduct any investigation, study, sampling and testing, and undertake any
cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials
at, on, under or emanating from any affected property, in accordance with the requirements of all
Environmental Laws.




          SECTION 5.15. Designation of Subsidiaries.




          (a) The Borrower may at any time after the Effective Date designate any Restricted Subsidiary
of the Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted
Subsidiary; provided that (i) immediately before and after such designation on a Pro Forma
Basis, no Default shall have occurred and be continuing, (ii) immediately after giving effect to
such designation, the Borrower shall be in compliance, on a Pro Forma Basis, with the Financial
Performance Covenant assuming that the Financial Performance Covenant is applicable (it being
understood that as a condition precedent to the effectiveness of any such designation, the Borrower
shall deliver to the Administrative Agent a certificate of a Financial Officer setting forth in
reasonable detail the calculations demonstrating such compliance), (iii) no Subsidiary may be
designated as an Unrestricted Subsidiary or continue as an Unrestricted Subsidiary if (i) it is a
“Restricted Subsidiary” for the purpose of the Senior Subordinated Notes or any other Indebtedness
of Holdings or the Borrower or (ii) the Borrower or any Restricted Subsidiary provides any
Guarantee or credit support of any kind, including any undertaking, Guarantee, indemnity, agreement
or instrument that would constitute Indebtedness (other than the pledge of Equity Interests of





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Unrestricted Subsidiaries) of any Indebtedness of such Unrestricted Subsidiary or is directly
or indirectly liable on such Indebtedness, as a guarantor or otherwise or any Indebtedness of such
Unrestricted Subsidiary contains a default that would permit, upon notice, lapse of time or both,
any holder of any Indebtedness of Borrower or any Restricted Subsidiary to declare a default under
such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its
stated maturity, (iv) no Restricted Subsidiary may be designated an Unrestricted Subsidiary if it
was previously designated an Unrestricted Subsidiary and (v) if a Restricted Subsidiary is being
designated as an Unrestricted Subsidiary hereunder, the sum of (A) the assets of such Subsidiary as
of such date of designation (the “Designation Date”), as set forth on such Subsidiary’s
most recent balance sheet, plus (B) the aggregate amount of assets of all Unrestricted
Subsidiaries designated as Unrestricted Subsidiaries pursuant to this Section 5.15(a) prior to the
Designation Date (in each case measured as of the date of each such Unrestricted Subsidiary’s
designation as an Unrestricted Subsidiary), together with the amount of all Investments outstanding
pursuant to the proviso to Section 6.04(vi) and Section 6.04(xvi), as of the Designation Date shall
not exceed 15.0% of the Total Assets as of the Designation Date on a pro forma basis for such
designation. The designation of any Subsidiary as an Unrestricted Subsidiary after the Effective
Date shall constitute an Investment by the Borrower therein at the date of designation in an amount
equal to the net book value of the Borrower’s or its Subsidiary’s (as applicable) investment
therein. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall
constitute (i) the incurrence at the time of designation of any Investment, Indebtedness or Liens
of such Subsidiary existing at such time and (ii) a return on any Investment by the Borrower in
Unrestricted Subsidiaries pursuant to the preceding sentence in an amount equal to the Fair Market
Value at the date of such designation of the Borrower’s or its Subsidiary’s (as applicable)
Investment in such Subsidiary.




          (b) If, at any time, a Restricted Subsidiary would fail to meet the requirements set forth in
the definition of “Qualified Restricted Subsidiary”, it will thereafter cease to be a Qualified
Restricted Subsidiary for purposes of this Agreement and any Indebtedness of such Subsidiary will
be deemed to be incurred by a Restricted Subsidiary that is not a Qualified Restricted Subsidiary
as of such date and, if such Indebtedness is not permitted to be incurred as of such date under
Section 6.01 the Borrower will be in default of such covenant. The Board of Directors of the
Borrower may at any time designate any Restricted Subsidiary not to be a Qualified Restricted
Subsidiary; provided that such designation will be deemed to be an incurrence of
Indebtedness by such Restricted Subsidiary of any outstanding Indebtedness of such Restricted
Subsidiary, and such designation will only be permitted if (1) such Indebtedness is permitted under
Section 6.01 and (2) no Default or Event of Default would be in existence following such
designation. In the event (x) a Restricted Subsidiary fails to meet the requirements to be a
Qualified Restricted Subsidiary or (y) the Board of Directors designates a Qualified Restricted
Subsidiary not to be a Restricted Subsidiary, then all Investments in such Subsidiary since the
Effective Date shall be deemed to be an incurrence under Section 6.04(xvi) and to consequently
reduce amounts available under Section 5.15(a)(v), the proviso to Section 6.04(vi) and Section
6.04(xvi). The Borrower shall deliver to the Administrative Agent a certificate of a Financial
Officer setting forth any such designation as a condition precedent to such designation.




ARTICLE VI




Negative Covenants




          Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees, expenses and other amounts payable under any Loan Document have been paid
in full and all Letters of Credit have expired or terminated and all LC Disbursements shall have
been reimbursed, each of Holdings and the Borrower covenants and agrees with the Lenders that:




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          SECTION 6.01. Indebtedness; Certain Equity Securities.




          (a) Borrower will not, nor will it permit any Restricted Subsidiary to, directly or indirectly
create, incur, issue, guarantee or assume or otherwise become directly or indirectly liable for any
Indebtedness, contingently or otherwise, except:





     (i) Indebtedness created under the Loan Documents;




     (ii) the Senior Subordinated Notes and any notes issued in exchange or substitution
therefor pursuant to a registration rights agreement so long as the aggregate principal
amount thereof is not increased;




     (iii) Indebtedness existing on the Effective Date and set forth in Schedule
6.01 and extensions, renewals and replacements of any such Indebtedness,
provided that such extending, renewal or replacement Indebtedness (A) shall not be
in a principal amount that exceeds the principal amount of the Indebtedness being extended,
renewed or replaced (plus accrued interest and premium thereon), (B) shall not have
an earlier maturity date or a decreased weighted average life than the Indebtedness being
extended, renewed or replaced, (C) if applicable, shall be subordinated to the Obligations
on the same terms (or, from a Lender’s perspective, better terms) as the Indebtedness being
extended, renewed or replaced, and (D) there is no obligor of such Indebtedness that is not
an obligor of such Indebtedness on the Effective Date;




     (iv) Indebtedness of the Borrower owed to any Qualified Restricted Subsidiary and of
any Qualified Restricted Subsidiary owed to the Borrower or any other Qualified Restricted
Subsidiary;




     (v) Guarantees by the Borrower of Indebtedness of any Qualified Restricted Subsidiary
and by any Qualified Restricted Subsidiary of Indebtedness of the Borrower or any other
Qualified Restricted Subsidiary, provided that the Indebtedness so Guaranteed is
permitted by this Section 6.01;




     (vi) (A) so long as no Default has occurred and is continuing or would result therefrom
on a Pro Forma Basis, Indebtedness of the Borrower or any Restricted Subsidiary incurred to
finance the acquisition, construction or improvement of any fixed or capital assets,
including Capital Lease Obligations, and any Indebtedness assumed by the Borrower or any
Restricted Subsidiary in connection with the acquisition of any such assets or secured by a
Lien on any such assets prior to the acquisition thereof; provided that (i) such
Indebtedness is incurred prior to or within 270 days after such acquisition or the
completion of such construction or improvement and (ii) the aggregate principal amount of
Indebtedness permitted by this clause (vi) ((A) and (B)) shall not, together with
Indebtedness incurred pursuant to clauses (x) and (y) of the second proviso of Section
6.01(a)(vii) and Section 6.01(a) (xiv) then outstanding, exceed the greater of (I) $150.0
million and (II) (a) 1.25x Facility-Level EBITDA for the latest four consecutive fiscal
quarters for which financial statements have been delivered pursuant to Section 5.01 on a
Pro Forma Basis less (b) the aggregate principal amount of Indebtedness of the Restricted
Subsidiaries outstanding on the Effective Date (other than under the Loan Documents or the
Senior Subordinated Notes Documents) and any refinancing Indebtedness in respect thereof
permitted under this Agreement net of prepayments thereof funded other than with the
proceeds of Indebtedness; provided further that after giving effect to the
incurrence of Indebtedness under this clause (A) the Borrower is in compliance with the
Financial Performance Covenant (such covenant to be applied even if no Revolving Loan or
Swingline Loan and less than $7.5 million of LC Exposure is outstanding) on a Pro Forma
Basis and no Default has occurred and is continuing or would result



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therefrom on a Pro Forma Basis, and (B) extensions, renewals and replacements of any
such Indebtedness that do not increase the outstanding principal amount thereof (including
the principal and any accrued but unpaid interest or premium in respect thereof);




     (vii) (A) so long as no Default has occurred and is continuing or would result
therefrom on a Pro Forma Basis, Indebtedness of any Person that becomes a Restricted
Subsidiary after the date hereof, provided that such Indebtedness exists at the time
such Person becomes a Restricted Subsidiary and is not created in contemplation of or in
connection with such Person becoming a Restricted Subsidiary, provided
further that if (1) (x) such Indebtedness is secured by a Lien on the assets of or
Equity Interests in such Restricted Subsidiary or (y) such Restricted Subsidiary is not a
Loan Party, then (I) the Borrower must be in compliance with the Financial Performance
Covenant on a Pro Forma Basis (such covenant to be applied even if no Revolving Loan or
Swingline Loan and less than $7.5 million of LC Exposure is outstanding) and (II) the
aggregate amount of such Indebtedness (together with refinancings, renewals and replacements
thereof pursuant to clause (B) below) shall not, together with Indebtedness incurred
pursuant to Sections 6.01(a)(vi) and (xiv) then outstanding, exceed the greater of (i)
$150.0 million and (ii) (a) 1.25x Facility-Level EBITDA for the latest four consecutive
fiscal quarters for which financial statements have been delivered pursuant to Section 5.01
on a Pro Forma Basis less (b) the aggregate principal amount of Indebtedness of the
Restricted Subsidiaries outstanding on the Effective Date (other than under the Loan
Documents or the Senior Subordinated Notes Documents) and any refinancing Indebtedness in
respect thereof permitted under this Agreement net of prepayments thereof funded other than
with the proceeds of Indebtedness and (2) such Indebtedness is unsecured and such Qualified
Restricted Subsidiary is a Loan Party then immediately prior to and after giving effect to
the incurrence of such Indebtedness on a Pro Forma Basis, the Borrower must be able to incur
$1.00 of Indebtedness under Section 6.01(a)(xi), and (B) any refinancings, renewals and
replacements of any such Indebtedness pursuant to the preceding clause (A) that do not
increase the outstanding principal amount (plus accrued interest and premium)
thereof;




     (viii) Indebtedness owed to any Person (including obligations in respect of letters of
credit for the benefit of such Person) providing workers’ compensation, health, disability
or other employee benefits or property, casualty or liability insurance pursuant to
reimbursement or indemnification obligations to such Person, in each case incurred in the
ordinary course of business;




     (ix) Indebtedness of the Borrower or any Restricted Subsidiary in respect of
performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion
guarantees and similar obligations, in each case provided in the ordinary course of
business;




     (x) Indebtedness of any Loan Party pursuant to Swap Agreements permitted by Section
6.07;




     (xi) so long as no Default has occurred and is continuing or would result therefrom on
a Pro Forma Basis, Indebtedness of a Loan Party may be incurred so long as the Fixed Charge
Coverage Ratio is at least 2.0 to 1.0 on a Pro Forma Basis;




     (xii) Indebtedness representing deferred compensation to employees of the Borrower and
the Restricted Subsidiaries incurred in the ordinary course of business;




     (xiii) Indebtedness in respect of promissory notes issued to physicians, consultants,
employees or directors or former employees, consultants or directors in connection with
repurchases of Equity Interests permitted by Section 6.08(a)(iii);



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     (xiv) so long as no Default has occurred and is continuing or would result therefrom on
a Pro Forma Basis, Indebtedness of Restricted Subsidiaries not to exceed at any time
outstanding, together with Indebtedness incurred pursuant to Section 6.01(a)(vi) and clauses
(x) and (y) the second proviso of Section 6.01(a)(vii) then outstanding, the greater of (I)
$150.0 million and (II) (a) 1.25x Facility-Level EBITDA for the latest four consecutive
fiscal quarters for which financial statements have been delivered pursuant to Section 5.01
on a Pro Forma Basis less (b) the aggregate principal amount of Indebtedness of the
Restricted Subsidiaries outstanding on the Effective Date (other than under the Loan
Documents or the Senior Subordinated Notes Documents) and any refinancing Indebtedness in
respect thereof permitted under this Agreement net of prepayments thereof funded other than
with the proceeds of Indebtedness; provided that the Borrower is in compliance with
the Financial Performance Covenant on a Pro Forma Basis (such covenant to be applied even if
no Revolving Loan or Swingline Loan and less than $7.5 million of LC Exposure is
outstanding);




     (xv) Guarantees by any Loan Party of Indebtedness of a Non-Consolidated Entity in
compliance with Section 6.04(xvi);




     (xvi) Additional Subordinated Debt in an aggregate principal amount not to exceed
$200,000,000 at any time outstanding incurred to finance Permitted Acquisitions;
provided that after giving effect to the incurrence of such Additional Subordinated
Debt on a Pro Forma Basis the Borrower is in compliance with the Financial Performance
Covenant (such covenant to be applied even if no Revolving Loan or Swingline Loan and less
than $7.5 million of LC Exposure is outstanding) and no Default has occurred and is
continuing or would result therefrom on a Pro Forma Basis;




     (xvii) Indebtedness of Foreign Subsidiaries that are Qualified Restricted Subsidiaries
in an aggregate principal amount not to exceed $25,000,000 at any time outstanding;
provided that after giving effect to the incurrence of such Additional Subordinated
Debt on a Pro Forma Basis the Borrower is in compliance with the Financial Performance
Covenant (such covenant to be applied even if no Revolving Loan or Swingline Loan and less
than $7.5 million of LC Exposure is outstanding) and no Default has occurred and is
continuing or would result therefrom on a Pro Forma Basis;




     (xviii) Additional Subordinated Debt in an aggregate principal amount not to exceed
$100,000,000 at any time outstanding; provided that after giving effect to the
incurrence of such Additional Subordinated Debt on a Pro Forma Basis the Borrower is in
compliance with the Financial Performance Covenant (such covenant to be applied even if no
Revolving Loan or Swingline Loan and less than $7.5 million of LC Exposure is outstanding)
and no Default has occurred and is continuing or would result therefrom on a Pro Forma
Basis; and




     (xix) (A) so long as no Default has occurred and is continuing or would result
therefrom on a Pro Forma Basis, Indebtedness of the Borrower or any Restricted Subsidiary
incurred to finance the acquisition, construction or improvement of any fixed or capital
assets, including Capital Lease Obligations, and any Indebtedness assumed by the Borrower or
any Restricted Subsidiary in connection with the acquisition of any such assets or secured
by a Lien on any such assets prior to the acquisition thereof; provided that (i)
such Indebtedness is incurred prior to or within 270 days after such acquisition or the
completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (xix)
shall not exceed $75.0 million; provided further that after giving effect to
the incurrence of Indebtedness under this clause (A) the Borrower is in compliance with the
Financial Performance Covenant (such



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covenant to be applied even if no Revolving Loan or Swingline Loan and less than $7.5 million of LC Exposure is outstanding) on a Pro Forma
Basis and no Default has occurred and is continuing or would result therefrom on a Pro Forma
Basis, and (B) extensions, renewals and replacements of any such Indebtedness that do not
increase the outstanding principal amount thereof (including the principal and any accrued
but unpaid interest or premium in respect thereof).



          (b) All Indebtedness incurred pursuant to this Section 6.01 of any Loan Party owed to any
Subsidiary or Non-Consolidated Entity that is not a Loan Party shall be subordinated to the
Obligations on terms reasonably satisfactory to the Administrative Agent; provided that,
notwithstanding the foregoing, such Indebtedness shall only be subordinated to the extent permitted
by applicable laws or regulations. Guarantees incurred after the Effective Date pursuant to this
Section 6.01 by a Loan Party of Indebtedness of a Restricted Subsidiary or Non-Consolidated Entity
that is not a Loan Party shall be subordinated to the Obligations of the Loan Party.
Notwithstanding anything in Section 6.01(a) to the contrary, (x) no Subsidiary that is a Specified
Subsidiary under clauses (ii) or (iii) of the definition thereof may incur any Indebtedness on or
after the Effective Date and (y) the principal amount of any Indebtedness secured by a Lien against
the assets of a Loan Party listed on Schedule 6.02 shall not be increased after the Effective Date.




          SECTION 6.02. Liens. The Borrower will not, nor will it permit any Restricted Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it,
or assign or sell any income or revenues (including accounts receivable) or rights in respect of
any thereof, except:





     (i) Liens created by the Loan Documents;




     (ii) Permitted Encumbrances;




     (iii) any Lien on any property or asset of the Borrower or any Restricted Subsidiary
existing on the Effective Date and set forth in Schedule 6.02; provided that
(A) such Lien shall not apply to any other property or asset of the Borrower or any
Restricted Subsidiary and (B) such Lien shall secure only those obligations which it secures
on the Effective Date and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof (plus accrued interest and premium
thereon);




     (iv) any Lien existing on any property or asset prior to the acquisition thereof by the
Borrower or any Restricted Subsidiary or existing on any property or asset or Equity
Interests of any Person that becomes a Restricted Subsidiary after the date hereof prior to
the time such Person becomes a Restricted Subsidiary; provided that (A) such Lien
secures Indebtedness permitted by Section 6.01(a)(vii) and such Lien is not created in
contemplation of or in connection with such acquisition or such Person becoming a Restricted
Subsidiary, as applicable, (B) such Lien shall not apply to any other property or asset of
the Borrower or any Restricted Subsidiary and (C) such Lien shall secure only those
obligations that it secures on the date of such acquisition or the date such Person becomes
a Restricted Subsidiary, as applicable, and extensions, renewals and replacements thereof
that do not increase the outstanding principal amount thereof (plus accrued interest
and premium thereon);




     (v) Liens on fixed or capital assets acquired, constructed or improved by the Borrower
or any Restricted Subsidiary, provided that (A) such security interests secure
Indebtedness permitted by Sections 6.01(a)(vi) or 6.01(a)(xix), (B) such security interests and the
Indebtedness secured thereby are incurred prior to or within 270 days after such acquisition
or the completion



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of such construction or improvement and (C) such security interests shall
not apply to any other property or assets of the Borrower or any Restricted Subsidiary;




     (vi) Liens of a collecting bank arising in the ordinary course of business under
Section 4-208 of the Uniform Commercial Code in effect in the relevant jurisdiction covering
only the items being collected upon;




     (vii) Liens arising out of sale and leaseback transactions permitted by Section 6.06;




     (viii) Liens granted by a Subsidiary that is not a Loan Party in favor of the Borrower
or another Loan Party in respect of Indebtedness owed by such Subsidiary;




     (ix) licenses or sublicenses granted to others not interfering in any material respect
with the business of the Borrower or any Subsidiary;




     (x) Liens encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred
in the ordinary course of business and not for speculative purposes;




     (xi) Liens that are contract rights of set-off (i) relating to the establishment of
depositary relations with banks not given in connection with the issuance of Indebtedness,
(ii) relating to pooled deposit or sweep accounts of the Borrower or any Restricted
Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the
ordinary course of business of the Borrower and the Restricted Subsidiaries or (iii)
relating to purchase orders and other agreements entered into with customers of the Borrower
or any Restricted Subsidiary in the ordinary course of business;




     (xii) Liens solely on any cash earned money deposits made by the Borrower or any
Restricted Subsidiary in connection with any letter of intent or purchase agreement
permitted hereunder;




     (xiii) Liens in favor of a Loan Party securing Indebtedness permitted under Sections
6.01(a)(iv) and (v);




     (xiv) Liens on assets securing Indebtedness (and related obligations) permitted by
Section 6.01(a)(xiv) so long as the Borrower is in compliance with the Financial Performance
Covenant (such covenant to be applied even if no Revolving Loan or Swingline Loan and less
than $7.5 million of LC Exposure is outstanding) on a Pro Forma Basis at the time such Lien
is incurred;




     (xv) Liens on assets of the Borrower or the Restricted Subsidiaries not otherwise
permitted by this Section 6.02, so long as neither (i) the aggregate outstanding principal
amount of the obligations secured thereby nor (ii) the aggregate fair value (determined as
of the date such Lien is incurred) of the assets subject thereto exceeds at any time
outstanding the greater of (x) $15,000,000 and (y) 1.00% of Total Assets on a pro forma
basis;




     (xvi) Permitted Payment Restrictions; and




     (xvii) Liens on the assets of Foreign Subsidiaries securing Indebtedness permitted
under Section 6.01(a)(xvii) so long as such Liens solely relate to assets of Foreign
Subsidiaries that are obligors under the applicable Indebtedness;



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provided that in no event shall any Restricted Subsidiary create, incur, assume or permit
to exist any consensual Lien on (A) any Collateral (other than (i) Liens created under the Loan
Documents, (ii) Liens (permitted under Section 6.02(iv) and (iii) Liens listed on Schedule 6.02)
pledged to secure Indebtedness permitted under Section 6.01(a)(vii) incurred by Persons that become
Restricted Subsidiaries after the Effective Date) or (B) any Equity Interests (including of
Non-Consolidated Entities) owned by them (other than (i) Liens created under the Loan Documents,
(ii) Liens (permitted under Section 6.02(iv)) on any Equity Interests of a Restricted Subsidiary
pledged to secure Indebtedness permitted under Section 6.01(a)(vii) and (iii) Liens listed on
Schedule 6.02).




          SECTION 6.03. Fundamental Changes.




          (a) The Borrower will not, nor will it permit any Restricted Subsidiary to, merge into or
consolidate with any other Person, or permit any other Person to merge into or consolidate with it,
or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect
thereto no Default shall have occurred and be continuing, (i) any Person may merge into the
Borrower in a transaction in which the surviving entity is a Person organized or existing under the
laws of the United States of America, any State thereof or the District of Columbia and, if such
surviving entity is not the Borrower, such Person expressly assumes, in writing, all the
obligations the Borrower under the Loan Documents, (ii) any Person may merge into any Restricted
Subsidiary in a transaction in which the surviving entity is a Restricted Subsidiary and, if any
party to such merger is a Subsidiary Loan Party or a Qualified Restricted Subsidiary, is or becomes
a Subsidiary Loan Party and/or Qualified Restricted Subsidiary, as applicable, concurrently with
such merger, (iii) any Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate or
dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the
best interests of the Borrower and is not materially disadvantageous to the Lenders and (iv) any
asset sale permitted by Section 6.05(g) may be effected through the merger of a subsidiary of the
Borrower with a third party, provided that any such merger referred to in clauses (i), (ii)
or (iv) above involving a Person that is not a wholly owned Subsidiary immediately prior to such
merger shall not be permitted unless also permitted by Section 6.04.




          (b) The Borrower will not, will not permit any Restricted Subsidiary to, engage to any
material extent in any business other than businesses of the type conducted by the Borrower and the
Restricted Subsidiaries on the Effective Date and businesses reasonably related or incidental
thereto.




          (c) Holdings will not engage in any business or activity other than the ownership of all the
outstanding shares of capital stock of the Borrower (but no other subsidiaries) and engaging in
corporate and administrative functions and other activities incidental thereto. Holdings will not
own or acquire any assets (other than any cash on hand as of the Effective Date not otherwise
contributed to the Borrower in connection with the Transactions, Equity Interests of the Borrower
and the cash proceeds of any Restricted Payments permitted by Section 6.08) or incur any
liabilities (other than liabilities reasonably incurred in connection with its maintenance of its
existence and activities incidental thereto); provided that (i) Holdings may incur
Qualified Holdings Debt and retain, dividend or contribute to the Borrower the proceeds thereof;
provided that other than with respect to any additional principal amounts resulting from
the accrual of pay-in-kind interest, no Default has occurred and is continuing or would result
therefrom, and (ii) Holdings may issue ordinary common stock and other Qualified Equity Interests
and retain, dividend or contribute to the Borrower the proceeds thereof.




          SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, nor will it permit any Restricted Subsidiary to, purchase or acquire
(including pursuant to any merger with any Person that was not a wholly owned Subsidiary prior to
such merger) any Equity Interests in or evidences of indebtedness or other securities (including
any option, warrant or other right




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to acquire any of the foregoing) of, make any loans or advances
to, Guarantee any obligations of, or make any investment or any other interest in, any other
Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any
Person or assets or division constituting a business unit (collectively, “Investments”),
except:





     (i) Permitted Acquisitions;




     (ii) Permitted Investments;




     (iii) Investments set forth on Schedule 6.04;




     (iv) Investments by the Borrower and the Restricted Subsidiaries in Equity Interests in
Qualified Restricted Subsidiaries (other than an Insurance Subsidiary);




     (v) loans or advances made by the Borrower to any Qualified Restricted Subsidiary
(other than an Insurance Subsidiary) and made by any Restricted Subsidiary to the Borrower
or any Qualified Restricted Subsidiary (other than an Insurance Subsidiary),
provided that any such loans and advances made by a Loan Party shall be evidenced by
a promissory note pledged pursuant to the Collateral Agreement;




     (vi) Guarantees (other than of Indebtedness of an Insurance Subsidiary) constituting
Indebtedness permitted by Section 6.01; provided that if at the time of and after
giving effect to any Guarantee (and without limiting the foregoing) the aggregate principal
amount of Indebtedness of Restricted Subsidiaries that are not Qualified Restricted
Subsidiaries that is Guaranteed by the Borrower or any Qualified Restricted Subsidiary
(together with the amount of Investments permitted under Section 5.15(a)(v) and Section
6.04(xvi)) exceeds 15.0% of Total Assets (in each case determined without regard to any
write-downs or write-offs) on a pro forma basis such Guarantee shall not be permitted and
that any such Guarantees shall only be permitted so long as no Default has occurred and is
continuing or would result therefrom on a Pro Forma Basis; provided further
that (i) substantially all of the business activities of any such Restricted Subsidiary that
is not a Qualified Restricted Subsidiary whose Indebtedness is so Guaranteed consists of
owning or operating surgical facilities and (ii) a majority of the voting stock of such
Person is owned by the Borrower, its Restricted Subsidiaries and/or other Persons that are
not Affiliates of the Borrower;




     (vii) receivables or other trade payables owing to the Borrower or any Restricted
Subsidiary if created or acquired in the ordinary course of business consistent with past
practice and payable or dischargeable in accordance with customary trade terms,
provided that such trade terms may include such concessionary trade terms as the
Borrower or any such Restricted Subsidiary deems reasonable under the circumstances;




     (viii) Investments consisting of Equity Interests, obligations, securities or other
property received in settlement of delinquent accounts of and disputes with customers and
suppliers in the ordinary course of business and owing to the Borrower or any Restricted
Subsidiary or in satisfaction of judgments;




     (ix) Investments by the Borrower or any Restricted Subsidiary in payroll, travel and
similar advances to cover matters that are expected at the time of such advances ultimately
to be treated as expenses for accounting purposes and that are made in the ordinary course
of business;



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     (x) loans or advances by the Borrower or any Restricted Subsidiary to employees (a)
made for reasonable and customary business-related travel, entertainment, relocation and
analogous ordinary business purposes and (b) otherwise not exceeding $2,500,000 in the
aggregate at any time outstanding (determined without regard to any write-downs or
write-offs of such loans or advances);




     (xi) Investments in the form of Swap Agreements permitted by Section 6.07;




     (xii) Investments of any Person existing at the time such Person becomes a Restricted
Subsidiary of the Borrower or consolidates or merges with the Borrower or any of the
Restricted Subsidiaries (including in connection with a Permitted Acquisition) so long as
such investments were not made in contemplation of such Person becoming a Restricted
Subsidiary or of such consolidation or merger;




     (xiii) Investments received in connection with the dispositions of assets permitted by
Section 6.05;




     (xiv) Investments constituting deposits described in clauses (c) and (d) of the
definition of the term “Permitted Encumbrances”;




     (xv) so long as no Default has occurred and is continuing or would result therefrom on
a Pro Forma Basis, Investments by the Borrower or any Restricted Subsidiary in an aggregate
amount, as valued at cost at the time each such Investment is made and including all related
commitments for future advances, not exceeding the Available Amount immediately prior to the
time of the making of any such Investment;




     (xvi) so long as no Default has occurred and is continuing or would result therefrom on
a Pro Forma Basis, Investments in joint ventures, Restricted Subsidiaries that are not
Qualified Restricted Subsidiaries and Unrestricted Subsidiaries by the Borrower or any
Qualified Restricted Subsidiary in an aggregate amount not to exceed at the time of such
Investment on a pro forma basis, together with the amount of Investments permitted under
Section 5.15(a)(v) and the proviso to Section 6.04(vi), 15.0% of Total Assets on a pro forma
basis; provided that (i) substantially all of the business activities of any such joint
venture, Restricted Subsidiary that is not a Qualified Restricted Subsidiary, or
Unrestricted Subsidiary consists of owning or operating surgical facilities and (ii) a
majority of the voting stock of such Person is owned by the Borrower, its Restricted
Subsidiaries and/or other Persons that are not Affiliates of the Borrower;




     (xvii) Guarantees by the Borrower or any Restricted Subsidiary of leases (other than
Capital Lease Obligations) or of other obligations that do not constitute Indebtedness, in
each case entered into in the ordinary course of business;




     (xviii) advances to Non-Consolidated Entities in the ordinary course of business, which
when made are expected to be repaid within sixty days of such advance;




     (xix) Investments, loans and advances by the Borrower or any Restricted Subsidiary to
any Insurance Subsidiary in amounts equal to (i) the capital required under the applicable
laws or regulations of the jurisdiction in which such Insurance Subsidiary is formed or
determined by in dependent actuaries as prudent and necessary capital to operate such Insurance
Subsidiary and (ii) any reasonable corporate overhead expenses of such Insurance Subsidiary;



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     (xx) St. Louis Investments in an aggregate principal amount not to exceed $100.0
million; and




     (xxi) sales of interests in joint ventures to Strategic Investors or contributions of
the St. Louis Investments to joint ventures with Strategic Investors; provided that
the Borrower is in compliance with the Financial Performance Covenant (such covenant to be
applied even if no Revolving Loan or Swingline Loan and less than $7.5 million of LC
Exposure is outstanding) on a Pro Forma Basis after giving effect to any such sale or
contribution.



          SECTION 6.05. Asset Sales. The Borrower will not, nor will it permit any Restricted Subsidiary to, sell, transfer,
lease or otherwise dispose of any asset, including any Equity Interest owned by it, nor will the
Borrower permit any Restricted Subsidiary to issue any additional Equity Interest in such
Restricted Subsidiary (other than to the Borrower or another Restricted Subsidiary in compliance
with Section 6.04), except:





     (a) sales, transfers and dispositions of (i) inventory in the ordinary course of
business and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary
course of business;




     (b) sales, transfers and dispositions to the Borrower or any Subsidiary,
provided that any such sales, transfers or dispositions from a Loan Party to a
Subsidiary that is not a Loan Party or from the Borrower or a Restricted Subsidiary to an
Unrestricted Subsidiary or from a Qualified Restricted Subsidiary to a Restricted Subsidiary
that is not a Qualified Restricted Subsidiary are permitted under Section 6.04;




     (c) sales, transfers and dispositions of accounts receivable in connection with the
compromise, settlement or collection thereof consistent with past practice;




     (d) sales, transfers and dispositions of property to the extent such property
constitutes an investment permitted by Sections 6.04(ii), (viii) or (xii);




     (e) sale and leaseback transactions permitted by Section 6.06;




     (f) dispositions resulting from any casualty or other insured damage to, or any taking
under power of eminent domain or by condemnation or similar proceeding of, any property or
asset of the Borrower or any Restricted Subsidiary;




     (g) sales, transfers and other dispositions of assets that are not permitted by any
other paragraph of this Section 6.05, provided that the aggregate Fair Market Value
of all assets sold, transferred or otherwise disposed of in reliance upon this clause (g)
(excluding (i) any single transaction or series of related transactions that involves assets
having a Fair Market Value of less than $250,000 and (ii) any sales of assets or Equity
Interests of the UK Subsidiaries) shall not exceed 5.0% of Total Assets during any fiscal
year (measured as of the start of such fiscal year);




     (h) exchanges of property for similar replacement property for fair value;




     (i) Investments in compliance with Section 6.04;




     (j) leases or subleases that constitute a Permitted Encumbrance; and



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     (k) the sale of Equity Interests in a Qualified Restricted Subsidiary to a Strategic
Investor in connection with the resyndication of such Equity Interests within one (1) year
of the purchase thereof from another Strategic Investor;


provided that all sales, transfers, leases and other dispositions permitted hereby (other
than those permitted by paragraphs (b), (c), (f) and (j) above) shall be made for fair value and
(other than those permitted by paragraphs (b), (h), (i) and (j) above) for at least 75% cash
consideration (it being understood that the following shall constitute cash consideration: an
aggregate additional amount of non-cash consideration in the amount of the sum of (x) 2.5% of Total
Assets at any time outstanding net of any non-cash consideration previously counted under this
clause since the Effective Date that was not subsequently counted as Net Proceeds and (y) in the
case of any sale or contribution of assets by the Borrower or a Restricted Subsidiary to a joint
venture with a Strategic Investor, any non-cash consideration received by the Borrower or such
Restricted Subsidiary; provided that (A) the case of each of clause (x) and (y), any such
non-cash consideration that is converted into cash or Permitted Investments shall be treated as Net
Proceeds in accordance with Section 2.11(c) and (B) in the case of clause (y), in the event such
non-cash consideration is other than in the form of a note, such non-cash consideration shall be
deemed to have been incurred as an Investment under Section 6.04(xvi) and to consequently reduce
amounts available under Section 5.15(a)(v), the proviso to Section 6.04(vi) and Section 6.04(xvi)
and, in the case of each of clause (x) and (y), that after giving effect to such sales, transfers,
leases and other dispositions permitted hereby the Borrower shall be in compliance with the
Financial Performance Covenant on a Pro Forma Basis (such covenant to be applied even if no
Revolving Loan or Swingline Loan and less than $7.5 million of LC Exposure is outstanding)) (it
being understood that for purposes of clause (a) above, accounts receivable received in the
ordinary course and any property received in exchange for used, obsolete, worn out or surplus
equipment or property and any non-cash consideration that was actually converted into cash within 6
months following the applicable sale, transfer, lease or other disposition by the Borrower or any
of its Restricted Subsidiaries shall be deemed to constitute cash consideration and to the extent
actually cash, Net Proceeds).




          SECTION 6.06. Sale and Leaseback Transactions. The Borrower will not, nor will it permit any Restricted Subsidiary to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or
personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter
rent or lease such property or other property that it intends to use for substantially the same
purpose or purposes as the property sold or transferred, except for (x) any such sale of any fixed
or capital assets of the Borrower or any Restricted Subsidiary which sale is made for cash
consideration in an amount not less than the fair value of such fixed or capital asset and is
consummated within 270 days after the Borrower or such Restricted Subsidiary acquires or completes
the construction of such fixed or capital asset, (y) sale and leaseback transactions with respect
to real properties (including improvements and other related assets) owned by the UK Subsidiaries
or (z) sale and leaseback transactions with respect to properties acquired after the Effective
Date, where the Fair Market Value of such properties in the aggregate does not to exceed
$10,000,000.




          SECTION 6.07. Swap Agreements. The Borrower will, nor it permit any Restricted Subsidiary to, enter into any Swap
Agreement, except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower
or any Restricted Subsidiary has actual exposure (other than those in respect of Equity Interests
of the Borrower or any of the Restricted Subsidiaries) and (b) Swap Agreements entered into in
order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one
floating rate to another floating rate or otherwise) with respect to any interest-bearing liability
or investment of the Borrower or any Restricted Subsidiary.





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          SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.




          (a) The Borrower will not, nor will they permit any Restricted Subsidiary to, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation
(contingent or otherwise) to do so, except:





     (i) the Borrower may declare and pay dividends with respect to its common stock payable
solely in additional shares of its common stock, and, with respect to its preferred stock,
payable solely in additional shares of such preferred stock or in shares of its common
stock;




     (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to
their capital stock, membership or partnership interests or other similar Equity Interests;




     (iii) Borrower may declare and pay dividends or make other distributions to Holdings,
the proceeds of which are used by Holdings or a Parent to (i) purchase or redeem Equity
Interests of Holdings or a Parent acquired by employees, consultants or directors of
Holdings, the Borrower or any Restricted Subsidiary upon such Person’s death, disability,
retirement or termination of employment or (ii) pay principal or interest on promissory
notes that were issued in lieu of cash payments for the repurchase, retirement or other
acquisition or retirement for value of such Equity Interests, provided that the
aggregate amount of such dividends or other distributions under this clause (iii) shall not
exceed in any calendar year the lesser of (x) the sum of $500,000 and the aggregate amount
of Restricted Payments permitted (but not made) in prior years pursuant to this clause (iii)
and (y) $2,500,000; provided that any cancellation of Indebtedness owing to the
Borrower in connection with and as consideration for a repurchase of Equity Interests of
Holdings (or a Parent) shall not be deemed to constitute a Restricted Payment for purposes
of this clause (iii); provided further that such amount in any calendar year
may be increased by an amount not to exceed (1) the cash proceeds of key man life insurance
policies received by Holdings (to the extent such proceeds are contributed to the Borrower)
or any Borrower or any Restricted Subsidiary after the Effective Date (provided that
the Borrower may elect to apply all or any portion of the aggregate increase contemplated by
clause (1) above in any calendar year) less (2) the amount of any Restricted Payments
previously made pursuant to clause (1) of this clause (iii);




     (iv) the Borrower may make Restricted Payments to Holdings to be used by Holdings
solely to pay (or to make Restricted Payments to allow a Parent to pay) its franchise taxes
and other fees required to maintain its corporate existence and to pay for general corporate
and overhead expenses (including salaries and other compensation of employees) incurred by
Holdings or a Parent in the ordinary course of its business, provided that such
Restricted Payments shall not exceed $3,000,000 in any calendar year;




     (v) the Borrower may make Restricted Payments to Holdings in an amount necessary to
enable Holdings to pay (or make Restricted Payments to allow a Parent to pay) the Taxes
directly attributable to (or arising as a result of) the operations of a Parent, Holdings,
the Borrower and the Restricted Subsidiaries, provided that (A) the amount of such
Restricted Payments shall not exceed the lesser of (x) the tax liabilities that the Borrower
and the Restricted Subsidiaries would be required to pay in respect of Federal, state and
local taxes were the Borrower and the Restricted Subsidiaries to pay such Taxes as
stand-alone taxpayers less any tax payable directly by the Borrower or any Restricted
Subsidiary or (y) the actual liabilities of the Parent group on a consolidated or combined
basis and (B) all Restricted Payments made to Holdings or a Parent pursuant to this clause
(v) are used by Holdings or a Parent for the purposes specified herein within 20 days of the
receipt thereof;



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     (vi) the Borrower may make Restricted Payments to Holdings to pay management,
consulting and advisory fees to any Sponsor or Sponsor Affiliate to the extent permitted by
Section 6.09(i);




     (vii) the Borrower may make Restricted Payments to Holdings in an amount necessary to
permit Holdings to pay (or to make Restricted Payments to allow a Parent to pay) interest in
cash (including interest previously paid “in kind” or added to the principal amount thereof
after the Effective Date) on Qualified Holdings Debt, but only to the extent the proceeds
(together with a pro rata portion of related transaction expenses paid from
such proceeds) of such Qualified Holdings Debt were used to make Capital Expenditures by
Borrower or a Qualified Restricted Subsidiary, prepay Tranche B Term Loans, make Investments
by Borrower or a Qualified Restricted Subsidiary pursuant to Section 6.04(xvi) or repay,
redeem, defease or otherwise refinance any Qualified Holdings Debt previously issued
hereunder but only to the extent the proceeds of such Qualified Holdings Debt were used to
make Capital Expenditures by Borrower or a Qualified Restricted Subsidiary, prepay Tranche B
Term Loans or make Investments by Borrower or a Qualified Restricted Subsidiary pursuant to
Section 6.04); provided that (A) the Borrower has made all prepayments required
pursuant to Section 2.11(d) prior to or contemporaneously with any such payment of interest,
(B) no Default or Event of Default shall have occurred and be continuing at the time of any
such payment or would result therefrom on a Pro Forma Basis, (C) all Restricted Payments
made pursuant to this clause (viii) are used by Holdings or a Parent for the purposes
specified herein within 20 days of receipt thereof and (D) both before and after giving
effect to any Restricted Payment under this clause (viii), the Borrower could incur $1.00 of
Indebtedness under Section 6.01(a)(xi) (counting all interest expense (including non-cash
interest expense) on Qualified Holdings Debt during the applicable period as Fixed Charges
of the Borrower);




     (viii) the Borrower and the Restricted Subsidiaries may make additional Restricted
Payments (and Holdings may make Restricted Payments with such amounts received from the
Borrower) in an aggregate amount throughout the term of this Agreement not exceeding the
greater of (x) $35,000,000 and (y) 2% of Total Assets (it being understood that if Total
Assets should decrease, Restricted Payments already made in compliance with this clause
shall not constitute a Default);




     (ix) the Borrower and the Restricted Subsidiaries may make additional Restricted
Payments (and Holdings may make Restricted Payments with such amounts received from the
Borrower) in an aggregate amount not exceeding the Available Amount immediately prior to the
time of the making of such Restricted Payment; provided that immediately prior to and after
giving effect to such Restricted Payment on a Pro Forma Basis, the Borrower could incur
$1.00 of Indebtedness under Section 6.01(a)(xi) and no Default has occurred and is
continuing;




     (x) the Borrower may make Restricted Payments to Holdings to pay any non-recurring
fees, cash charges and cost expenses incurred in connection with the issuance of Equity
Interests or Indebtedness, in each case only to the extent that such transaction is not
consummated;




     (xi) payments to former stockholders of the Borrower in connection with the exercise of
appraisal rights under applicable law;




     (xii) the Merger Consideration paid on or promptly following the Effective Date;



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     (xiii) Investments in non-wholly owned Subsidiaries or Non-Consolidated Entities
permitted by Section 6.04; and




     (xiv) the purchase, redemption or other acquisition or retirement for value of Equity
Interests of a Qualified Restricted Subsidiary owned by a Strategic Investor if such
purchase, redemption or other acquisition or retirement for value is made for consideration
not in excess of the Fair Market Value of such Equity Interests.



          (b) The Borrower will not nor will it permit any Restricted Subsidiary to, make or agree to
pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities
or other property) of or in respect of principal of or interest on, or any payment or other
distribution (whether in cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of, any Subordinated Indebtedness (other than intercompany loans among Subsidiaries and
the Borrower) or Indebtedness under the UK Facility (collectively, “UK Facility Debt”),
except:





     (i) payment of regularly scheduled interest and principal payments as and when due in
respect of any Subordinated Indebtedness or UK Facility Debt, other than as prohibited by
the subordination provisions thereof;




     (ii) the conversion or exchange of any Subordinated Indebtedness or UK Facility Debt
into, or redemption, repurchase, prepayment, defeasance or other retirement of any such
Indebtedness with the Net Proceeds of the issuance by Holdings or a Parent of, (A) Equity
Interests (or capital contributions in respect thereof) after the Effective Date to the
extent not Otherwise Applied or (B) Qualified Holdings Debt, plus any fees and
expenses in connection with such conversion, exchange, redemption, repurchase, prepayment,
defeasance or other retirement;




     (iii) so long as no Default has occurred and is continuing or would result therefrom on
a Pro Forma Basis, the prepayment, redemption, defeasance, repurchase or other retirement of
Senior Subordinated Notes for an aggregate purchase price since the Effective Date not to
exceed the Available Amount; and




     (iv) any redemption, repurchase, prepayment, defeasance or other retirement of any UK
Facility Debt so long as no Default has occurred and is continuing or would result therefrom
on a Pro Forma Basis and after giving effect to such extension, renewal or replacement the
Borrower shall be in compliance with the Financial Performance Covenant on a Pro Forma Basis
(such covenant to be applied even if no Revolving Loan or Swingline Loan and less than $7.5
million of LC Exposure is outstanding).



          SECTION 6.09. Transactions with Affiliates. The Borrower will not, nor will it permit any Restricted Subsidiary to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except





     (a) transactions that are at prices and on terms and conditions not less favorable to
the Borrower or such Restricted Subsidiary than could be obtained on an arm’s-length basis
from unrelated third parties,




     (b) (i) transactions between or among the Borrower and the Subsidiary Loan Parties,
(ii) transactions between or among Qualified Restricted Subsidiaries that are not Subsidiary
Loan



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Parties and (iii) transactions between or among the Borrower and its Restricted
Subsidiaries consistent with past practice and made in the ordinary course,




     (c) any investment permitted under Section 6.04(iv), 6.04(v), 6.04(vii), 6.04(xiii) or
6.04(xvii),




     (d) any Indebtedness permitted under Section 6.01(a)(iv),




     (e) any Restricted Payment permitted under Section 6.08,




     (f) any sale, transfer or disposition permitted under Section 6.05,




     (g) loans or advances to employees permitted under Section 6.04,




     (h) any lease or sublease entered into between the Borrower or any Restricted
Subsidiary, as lessee or sublessee, and any of the Affiliates (as of the Effective Date) of
the Borrower or entity controlled by such Affiliates, as lessor or sublessor, which is
approved in good faith by a majority of the disinterested members of the Board of Directors
of the Borrower,




     (i) so long as no Default described in Section 7.01(b) and no Event of Default has
occurred and is continuing, the Borrower may pay, or may pay cash dividends to enable
Holdings to pay, customary management, consulting, monitoring or advisory fees to the
Sponsor or any Sponsor Affiliates in an aggregate amount in any fiscal year not to exceed
the amount permitted to be paid (including accrued amounts) pursuant to the Sponsor
Management Agreement as in effect on the date hereof and related indemnities and reasonable
expenses,




     (j) payments by Holdings, the Borrower or any of its Restricted Subsidiaries to the
Sponsor and/or any Sponsor Affiliate for any financial advisory, financing, underwriting or
placement services or in respect of other investment banking activities, including, without
limitation, in connection with acquisitions or divestitures, which payments are approved by
the majority of the members of the disinterested members of the Board of Directors of the
Borrower, in good faith in an aggregate amount for all such fees not to exceed 2.00% of the
aggregate transaction value in respect of which such services are rendered,




     (k) the payment of reasonable fees to directors of the Borrower or any Restricted
Subsidiary who are not employees of the Borrower or any Restricted Subsidiary, and
compensation and employee benefit arrangements paid to, and indemnities provided for the
benefit of, directors, officers or employees of the Borrower or any Restricted Subsidiary in
the ordinary course of business,




     (l) any issuances of securities or other payments, awards or grants in cash, securities
or otherwise pursuant to, or the funding of, employment agreements, stock options and stock
ownership plans approved by the Borrower’s Board of Directors,




     (m) transactions pursuant to agreements set forth on Schedule 6.09 and any
amendments thereto to the extent such amendments are not materially less favorable to the
Borrower or such Subsidiary Loan Party than those provided for in the original agreements,




     (n) employment and severance arrangements entered into in the ordinary course of
business and approved by the Borrower’s Board of Directors between a Parent, Holdings, the
Borrower or any Restricted Subsidiary and any employee thereof,



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     (o) all payments made or to be made in connection with the Transactions, including the
payment of the Transaction Costs, and




     (p) payments by the Borrower or any of its Subsidiaries of reasonable insurance
premiums to, and any borrowings or dividends received from, any Insurance Subsidiary.



          SECTION 6.10. Restrictive Agreements.




          (a) Subject to clauses (b) through (d) below, the Borrower will not, nor will they permit any
Restricted Subsidiary to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the
ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien
upon any of its property or assets or (ii) the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or repay loans or advances
to the Borrower or any Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any
other Subsidiary.




          (b) Section 6.10(a) shall not apply to restrictions and conditions (i) imposed by law or by
any Loan Document or any Senior Subordinated Notes Document or any document governing Indebtedness
of a Foreign Subsidiary permitted to be incurred under this Agreement (provided that such
restrictions shall apply only to such Foreign Subsidiary), (ii) existing on the date hereof
identified on Schedule 6.10 (but shall apply to any extension or renewal of, or any
amendment or modification expanding the scope of, any such restriction or condition), (iii)
contained in agreements relating to the sale of a Restricted Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Restricted Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) imposed by law on any Insurance Subsidiary,
(v) imposed by any customary provisions restricting assignment of any agreement entered into the
ordinary course of business, (vi) imposed by any instrument or agreement governing Indebtedness of
a Restricted Subsidiary acquired by the Borrower or any of its Restricted Subsidiaries as in effect
at the time of such acquisition (except to the extent such Indebtedness was incurred in connection
with or in contemplation of such acquisition), which encumbrance or restriction is not applicable
to any Person, or the properties or assets of any such Person, other than the Person or any of its
Subsidiaries, so acquired (provided that such Indebtedness was permitted by Section 6.01 to
be incurred), (vi) imposed by any instrument or agreement governing Indebtedness (i) of any Foreign
Subsidiary and (ii) of the Borrower or any Restricted Subsidiary that is incurred or issued
subsequent to the Effective Date and is permitted pursuant to Section 6.01 (provided that
the restrictions in such Indebtedness are not materially more restrictive in the aggregate than the
restrictions contained in this Agreement, or in the case of subordinated Indebtedness, the Senior
Subordinated Note Documents) or (vii) that are Permitted Payment Restrictions.




          (c) Section 6.10(a)(i) shall not apply to restrictions or conditions imposed by customary
provisions in leases restricting the assignment thereof.




          (d) Section 6.10(a)(ii) shall not apply to customary provisions in joint venture agreements
relating to purchase options, rights of first refusal or call or similar rights of a third party
that owns Equity Interests in such joint venture.




          SECTION 6.11. Amendment of Material Documents. The Borrower will not, nor will it permit any Restricted Subsidiary to, amend, modify or
waive any of its rights under (a) any Senior Subordinated Notes Document or any documentation
governing any Subordinated Indebtedness or Additional Subordinated Debt or (b) its certificate of
incorporation, by-laws or other organizational documents, in each case to the extent such
amendment, modification or waiver would be materially adverse to the Lenders.




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          SECTION 6.12. Secured Leverage Ratio. If any Revolving Loan or Swingline Loan is outstanding or LC Exposure in excess of $7.5
million is outstanding, commencing with the fiscal quarter ending on June 30, 2007, the Borrower
shall maintain a Secured Leverage Ratio of less than or equal to (i) 5.25 to 1.0 as of the last day
of each of the first eight fiscal quarters ended after the Effective Date, (ii) 5.00 to 1.0 as of
the last day of each of the next four fiscal quarters ended after the Effective Date, (iii) 4.75 to
1.0 as of the last day of each of the next four fiscal quarters ended after the Effective Date and
(iv) 4.50 to 1.0 as of the last day of each other fiscal quarter ended after the Effective Date,
unless:





     (a) the Required Revolving Lenders otherwise consent in writing; or




     (b) solely for the purpose of this Section 6.12, on the last day of the applicable
fiscal quarter (or, if applicable, on the expiration of the tenth day subsequent to the date
on which financial statements with respect to the fiscal period as of the end of which the
Secured Leverage Ratio is being measured are required to be delivered pursuant to Section
5.01) there are no Revolving Loans or Swingline Loans outstanding and LC Exposure in the
aggregate does not exceed $7.5 million.



          SECTION 6.13. Fiscal Year. The Borrower will not change its fiscal year-end to a date other than December 31.




ARTICLE VII




Events of Default




          SECTION 7.01. Events of Default. If any of the following events (any such event, an “Event of Default”) shall occur:





     (a) the Borrower shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise;




     (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in Section 7.01(a)) payable under this Agreement or
any other Loan Document, when and as the same shall become due and payable, and such failure
shall continue unremedied for a period of three Business Days;




     (c) any representation or warranty made or deemed made by or on behalf of Holdings, the
Borrower or any Subsidiary in or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, or in any report, certificate, financial
statement or other document furnished pursuant to or in connection with any Loan Document or
any amendment or modification thereof or waiver thereunder, shall prove to have been
incorrect in any material respect (except to the extent any such representation or warranty
is qualified by “materially”, “Material Adverse Effect” or a similar term, in which case
such representation or warranty shall prove to have been incorrect in any respect) when made
or deemed made;




     (d) Holdings or the Borrower shall fail to observe or perform any covenant, condition
or agreement contained in Section 5.02, 5.04 (with respect to the existence of Holdings and
the Borrower), 5.11 or in Article VI (provided that a breach of the Financial
Performance Covenant shall not by itself constitute an Event of Default in the case of Term
Loans);



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     (e) Holdings, the Borrower or any Subsidiary Loan Party shall fail to observe or
perform any covenant, condition or agreement contained in any Loan Document (other than
those specified in Sections 7.01(a), (b) or (d)), and such failure shall continue unremedied
for a period of 30 days after notice thereof from the Administrative Agent to the Borrower
(which notice will be given at the request of any Lender);




     (f) Holdings, the Borrower or any Restricted Subsidiary shall fail to make any payment
(whether of principal or interest and regardless of amount) in respect of any Material
Indebtedness, when and as the same shall become due and payable (after giving effect to any
applicable grace period);




     (g) any event or condition occurs that results in any Material Indebtedness becoming
due prior to its scheduled maturity or that enables or permits (with or without the giving
of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or
any trustee or agent on its or their behalf to cause any Material Indebtedness to become
due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity, provided that this clause (g) shall not apply to secured
Indebtedness that becomes due as a result of the voluntary sale or transfer of the property
or assets (to the extent not prohibited under this Agreement) securing such Indebtedness;
provided further that a breach of the Financial Performance Covenant shall
not by itself constitute an Event of Default in the case of Term Loans unless (i) the
Borrower fails to obtain a waiver of the breach of the Financial Performance Covenant from
the Revolving Lenders or otherwise remedy such breach within 45 days following notice
thereof from the Administrative Agent to the Borrower or (ii) the Revolving Lenders exercise
any remedies in accordance with this Section 7.01 with respect to the Revolving Loans or
Revolving Commitments;




     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of Holdings, the
Borrower or any Restricted Subsidiary or its debts, or of a substantial part of its assets,
under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now
or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for Holdings, the Borrower or any Restricted
Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding
or petition shall continue undismissed for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;




     (i) Holdings, the Borrower or any Restricted Subsidiary shall (i) voluntarily commence
any proceeding or file any petition seeking liquidation, reorganization or other relief
under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now
or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in Section 7.01(h), (iii) apply
for or consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for Holdings, the Borrower or any Restricted Subsidiary or
for a substantial part of its assets, (iv) file an answer admitting the material allegations
of a petition filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors or (vi) take any formal action for the purpose of effecting any of the
foregoing;




     (j) Holdings, the Borrower or any Restricted Subsidiary shall become unable, admit in
writing its inability or fail generally to pay its debts as they become due;




     (k) one or more judgments for the payment of money (to the extent not paid or covered
by insurance provided by a carrier that has acknowledged its obligation to pay such claim in



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writing and that has a credit rating of at least “A” by A.M. Best Company, Inc.) in an
aggregate amount in excess of $20,000,000 shall be rendered against Holdings, the Borrower,
any Restricted Subsidiary or any combination thereof and the same shall remain undischarged
for a period of 30 consecutive days during which execution shall not be effectively stayed,
or any action shall be legally taken by a judgment creditor to attach or levy upon any
assets of Holdings, the Borrower or any Restricted Subsidiary to enforce any such judgment;




     (l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, could reasonably be
expected to result in liability of the Borrower and the Restricted Subsidiaries in an
aggregate amount exceeding $20,000,000 for all periods;




     (m) any Lien purported to be created under any Security Document shall cease to be, or
shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material
portion of the Collateral with the priority required by the applicable Security Document,
except (i) as a result of the sale or other disposition of the applicable Collateral in a
transaction permitted under the Loan Documents or (ii) as a result of the Administrative
Agent’s failure to maintain possession of any stock certificates, promissory notes or other
instruments delivered to it under the Collateral Agreement;




     (n) any Loan Document shall for any reason be asserted by any Loan Party not to be a
legal, valid and binding obligation of any party thereto;




     (o) the Guarantees of the Obligations by Holdings and the Subsidiary Loan Parties
pursuant to the Collateral Agreement shall cease to be in full force and effect (other than
in accordance with the terms of the Loan Documents) or shall be asserted by Holdings, the
Borrower or any Subsidiary Loan Party not to be in effect or not to be legal, valid and
binding obligations;




     (p) the Senior Subordinated Notes or any Guarantees thereof shall cease, for any
reason, to be validly subordinated to the Obligations or the obligations of Holdings and the
Subsidiary Loan Parties in respect of their Guarantees under the Collateral Agreement, as
applicable, as provided in the Senior Subordinated Notes Documents, or any Loan Party or the
holders of at least 25% in aggregate principal amount of the Senior Subordinated Notes shall
so assert; or




     (q) a Change in Control shall occur;


then, and in every such event (other than an event with respect to the Borrower described in
Section 7.01(h) or (i)), and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders (or in the case of a breach of
the Financial Performance Covenant that does not result in an Event of Default with respect to the
Term Loans at the request of the Required Revolving Lenders acting solely with respect to the
Revolving Loans and Revolving Commitments) shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times: (i) terminate the Commitments, and
thereupon the Commitments shall terminate immediately, and (ii) declare the Loans then outstanding
to be due and payable in whole (or in part, in which case any principal not so declared to be due
and payable may thereafter be declared to be due and payable), and thereupon the principal of the
Loans so declared to be due and payable, together with accrued interest thereon and all fees and
other obligations of the Borrower accrued hereunder, shall become due and payable immediately,
without presentment, demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; and in case of any event with respect to the Borrower described in Section 7.01(h) or
(i), the Commitments shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the Borrower ac-




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crued hereunder, shall automatically become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower.




          SECTION 7.02. Borrower’s Right to Cure.




          (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the
Borrower fails to comply with the requirement of the Financial Performance Covenant, until the
expiration of the tenth day subsequent to the date on which financial statements with respect to
the fiscal period for which the Financial Performance Covenant is being measured are required to be
delivered pursuant to Section 5.01, Holdings shall have the right to issue Qualified Equity
Interests (the “Cure Right”), and upon the receipt by the Borrower of cash (such amount of
cash being referred to as the “Cure Amount”) pursuant to the exercise by Holdings of such
Cure Right, the Financial Performance Covenant shall be recalculated giving effect to the following
pro forma adjustments:





     (i) Consolidated EBITDA shall be increased, solely for the purpose of determining the
existence of a Default or Event of Default under the Financial Performance Covenant with
respect to any period of four consecutive fiscal quarters that includes the fiscal quarter
for which the Cure Right was exercised and not for any other purpose under this Agreement,
by an amount equal to the Cure Amount; and




     (ii) if, after giving effect to the foregoing recalculations, the Borrower shall then
be in compliance with the requirements of the Financial Performance Covenant (including for
purposes of Section 4.02), the Borrower shall be deemed to have satisfied the requirements
of the Financial Performance Covenant as of the relevant date of determination with the same
effect as though there had been no failure to comply therewith at such date, and the
applicable breach or default of the Financial Performance Covenant that had occurred shall
be deemed cured for the purposes of this Agreement.



          (b) Notwithstanding anything herein to the contrary, (a) in each four fiscal quarter period
there shall be a period of at least two fiscal quarters in which no Cure Right is made, (b) all
Cure Amounts shall be disregarded for purposes of determining any items in this Agreement
(including basket sizes) dependent upon equity contributions or offerings and (c) the Cure Amount
shall be no greater than the amount required to cause Borrower to be in compliance with the
Financial Performance Covenant.




          SECTION 7.03. Exclusion of Immaterial Subsidiaries. Solely for the purposes of determining whether a Default has occurred under Section 7.01(h)
or (i), any reference in any such clause to any Restricted Subsidiary shall be deemed not to
include any Restricted Subsidiary affected by any event or circumstance referred to in any such
clause that did not, as of the last day of the fiscal quarter of the Borrower most recently ended,
have assets with a value in excess of 5% of the consolidated total assets of the Borrower and the
Restricted Subsidiaries or 5% of the total revenues of the Borrower and the Restricted Subsidiaries
as of such date; provided that if it is necessary to exclude more than one Restricted
Subsidiary from Section 7.01(h) or (i) pursuant to this Section 7.03 in order to avoid an Event of
Default thereunder, all excluded Restricted Subsidiaries shall be considered to be a single
consolidated Restricted Subsidiary for purposes of determining whether the condition specified
above is satisfied.




ARTICLE VIII




The Agents




          SECTION 8.01. The Agents. Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such




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actions on its behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms of the Loan Documents, together with such actions and powers as are reasonably
incidental thereto. For purposes of this Article VIII, all references to the Administrative Agent
shall be deemed to be references to both the Administrative Agent and the Collateral Agent.




          The bank serving as the Administrative Agent hereunder shall have the same rights and powers
in its capacity as a Lender as any other Lender and may exercise the same as though it were not the
Administrative Agent, and such bank and its Affiliates may accept deposits from, lend money to and
generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.




          The Administrative Agent shall not have any duties or obligations except those expressly set
forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the
Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as provided in Section
2.05(j) and Section 9.02), and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure
to disclose, any information relating to Holdings, the Borrower or any of the Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any of its Affiliates in
any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary under the circumstances as provided in Section 2.05(j) or Section
9.02) or in the absence of its own gross negligence or willful misconduct. The Administrative
Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof
is given to the Administrative Agent by Holdings, the Borrower or a Lender, and the Administrative
Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement,
warranty or representation made in or in connection with any Loan Document, (ii) the contents of
any certificate, report or other document delivered thereunder or in connection therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms or conditions set
forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any
Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt
of items expressly required to be delivered to the Administrative Agent.




          The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for
relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing believed by it to be genuine and to have been signed or sent by the proper Person. The
Administrative Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any liability for relying
thereon. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for
any action taken or not taken by it in accordance with the advice of any such counsel, accountants
or experts.




          The Administrative Agent may perform any and all its duties and exercise its rights and powers
by or through any one or more subagents appointed by the Administrative Agent. The Administrative
Agent and any such subagent may perform any and all its duties and exercise its rights and powers
through their respective Related Parties. The exculpatory provisions of the preceding paragraphs
shall apply to any such subagent and to the Related Parties of each Administrative Agent and any
such sub-




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agent, and shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as Administrative Agent.




          Each of the Lenders, the Issuing Bank and the Loan Parties agree, that the Administrative
Agent may subject to Section 9.01(b), but shall not be obligated to, make the Approved
Electronic Communications available to the Lenders and the Issuing Bank by posting such Approved
Electronic Communications on IntraLinksTM or a substantially similar electronic platform chosen by
the Administrative Agent to be its electronic transmission system (the “Approved Electronic
Platform”) and each of the Loan Parties agrees to make the Approved Electronic Communications
available to the Administrative Agent in an acceptable soft copy or electronic format.




          Although the Approved Electronic Platform and its primary web portal are secured with
generally-applicable security procedures and policies implemented or modified by the Administrative
Agent from time to time (including, as of the Effective Date, a dual firewall and a User
ID/Password Authorization System) and the Approved Electronic Platform is secured through a
single-user-per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders and the Issuing Bank and the Loan
Parties acknowledge and agree that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such
distribution. In consideration for the convenience and other benefits afforded by such
distribution and for the other consideration provided hereunder, the receipt and sufficiency of
which is hereby acknowledged, each of the Lenders, the Loan Parties and the Issuing Bank hereby
approve distribution of the Approved Electronic Communications through the Approved Electronic
Platform and understands and assumes the risks of such distribution.




          The Approved Electronic Communications and the Approved Electronic Platform are provided “as
is” and “as available”. None of the Administrative Agent or any of its Affiliates or any of their
respective officers, directors, employees, agents, advisors or representatives (the “Agent
Affiliates”) warrant the accuracy, adequacy or completeness of the Approved Electronic
Communications and the Approved Electronic Platform and each expressly disclaims liability for
errors or omissions in the Approved Electronic Communications and the Approved Electronic Platform.
No warranty of any kind, express, implied or statutory (including, without limitation, any
warranty of merchantability, fitness for a particular purpose, noninfringement of third party
rights or freedom from viruses or other code defects) is made by the Agent Affiliates in connection
with the Approved Electronic Communications or the Approved Electronic Platform.




          Each of the Lenders, the Issuing Bank, and the Loan Parties agrees that the Administrative
Agent may, but (except as may be required by applicable law) shall not be obligated to, store the
Approved Electronic Communications on the Approved Electronic Platform in accordance with the
Administrative Agent’s generally-applicable document retention procedures and policies.




          The Administrative Agent may resign at any time by notifying the Lenders, the Issuing Bank and
the Borrower. Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment within 30 days after the
retiring Administrative Agent gives notice of its resignation, then the retiring Administrative
Agent may, on behalf of the Lenders and the Issuing Bank, appoint a successor Administrative Agent
which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon
the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. The fees payable by the Bor-




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rower to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor. After the
Administrative Agent’s resignation hereunder, the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its subagents and their
respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while it was acting as Administrative Agent.




          Each Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender also acknowledges that it will, independently and without reliance upon the Administrative
Agent or any other Lender and based on such documents and information as it shall from time to time
deem appropriate, continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or related agreement or any document furnished
hereunder or thereunder. The Lenders identified in this Agreement as the Syndication Agent and the
Documentation Agents shall not have any right, power, obligation, liability, responsibility or duty
under this Agreement other than those applicable to all Lenders. Without limiting the foregoing,
neither the Syndication Agent nor the Documentation Agents shall have or be deemed to have a
fiduciary relationship with any Lender.




ARTICLE IX




Miscellaneous




          SECTION 9.01. Notices.




          (a) Except in the case of notices and other communications expressly permitted to be given by
telephone, all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by telecopy, as follows:





     (i) if to the Borrower, to United Surgical Partners International, Inc., 15305 Dallas
Parkway, Suite 1600-LB 28, Addison, Texas 75001, Attention: General Counsel (Telecopy No.
(972) 767-0604) and Treasurer (Telecopy No. (972) 267-0084);




     (ii) if to the Administrative Agent, the Collateral Agent, the Issuing Bank or the
Swingline Lender, to:


Citibank, N.A.

Citigroup Global Loans

2 Penns Way, Suite 100

New Castle, DE 19720

Attention: Kwase Bame

Telecopy: (212) 994-0961

Telephone: (302) 894-6073



with a copy to:



Global Portfolio Management

Citigroup Global Markets Inc.

390 Greenwich St., 1st floor

New York, NY 10013

Attention: Blake Gronich




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Telecopy: (866) 492-5915

Telephone: (212) 723-9402; and





     (iii) if to any other Lender, to it at its address (or telecopy number) set forth in
its Administrative Questionnaire.



          (b) Notices and other communications to the Lenders hereunder may be delivered or furnished by
electronic communications pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank
pursuant to Article II or of a Default if such Lender or the Issuing Bank, as applicable,
has notified the Administrative Agent that it is incapable of receiving notices under such Article
by electronic communication and provided that the Administrative Agent shall in any event also
receive hard copies of the notices described in this proviso and, to the extent requested, any
other documents delivered electronically under this Agreement. The Administrative Agent or the
Borrower may, in its discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it, provided that approval
of such procedures may be limited to particular notices or communications. All such notices and
other communications (i) sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt
requested” function, as available, return e-mail or other written acknowledgement);
provided that if not given during the normal business hours of the recipient, such notice
or communication shall be deemed to have been given at the opening of business on the next Business
Day for the recipient, and (ii) posted to an Internet or intranet website shall be deemed received
upon the deemed receipt by the intended recipient at its e-mail address as described in the
foregoing clause (i) of any required notification that such notice or communication is available
and identifying the website address therefor.




          (c) Any party hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the Administrative Agent (and, in the case of the
Administrative Agent, by written notice to the Borrower). All notices and other communications
given to any party hereto in accordance with the provisions of this Agreement shall be deemed to
have been given as follows: notices sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received; notices sent by
telecopier (with a send successful notice) shall be deemed to have been given when sent (except
that, if not given during normal business hours for the recipient, shall be deemed to have been
given at the opening of business on the next business day for the recipient).




          SECTION 9.02. Waivers; Amendments.




          (a) No failure or delay by the Administrative Agent, the Issuing Bank, the Collateral Agent,
the Swingline Lender or any Lender in exercising any right or power hereunder or under any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any other right or power.
The rights and remedies of the Administrative Agent, the Issuing Bank, the Collateral Agent, the
Swingline Lender and the Lenders hereunder and under the other Loan Documents are cumulative and
are not exclusive of any rights or remedies that they would otherwise have. No waiver of any
provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by Section 9.02(b), and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which given.
Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of




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whether the Administrative Agent, any Lender, the Collateral Agent, the Swingline Lender or
the Issuing Bank may have had notice or knowledge of such Default at the time.




          (b) Except as provided in Section 2.20 with respect to an Incremental Facility Amendment (or
to give effect to any restatement of this Agreement, the substantive terms of which are otherwise
permitted hereby), neither this Agreement nor any other Loan Document nor any provision hereof or
thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an
agreement or agreements in writing entered into by Holdings, the Borrower and the Required Lenders
or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing
entered into by the Administrative Agent and the Loan Party or Loan Parties that are parties
thereto (and, if party thereto, the Collateral Agent), in each case with the consent of the
Required Lenders; provided that no such agreement shall





     (i) increase the Commitment of any Lender without the written consent of such Lender,




     (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written consent of each
Lender affected thereby,




     (iii) postpone the maturity of any Loan, or any scheduled date of payment of the
principal amount of any Term Loan under Section 2.10, the required date of reimbursement of
any LC Disbursement, or any date for the payment of any interest or fees payable hereunder,
or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of
expiration of any Commitment, without the written consent of each Lender affected thereby,




     (iv) change Section 2.18(b) or (c) in a manner that would alter the pro rata sharing of
payments required thereby, without the written consent of each Lender,




     (v) change any of the provisions of this Section 9.02 or the percentage set forth in
the definition of “Required Lenders” or any other provision of any Loan Document specifying
the number or percentage of Lenders (or Lenders of any Class) required to waive, amend or
modify any rights thereunder or make any determination or grant any consent thereunder,
without the written consent of each Lender (or each Lender of such Class, as applicable),




     (vi) release Holdings or any Subsidiary Loan Party from its Guarantee under the
Collateral Agreement (except as provided in Section 7.13 or in the Collateral Agreement) or
limit its liability in respect of such Guarantee, without the written consent of each
Lender,




     (vii) release all or substantially all the Collateral from the Liens of the Security
Documents (except as provided in Section 7.13 or in the Collateral Agreement), without the
written consent of each Lender,




     (viii) change any provisions of any Loan Document in a manner that by its terms
adversely affects the rights in respect of payments due to Lenders holding Loans of any
Class differently than those holding Loans of any other Class, without the written consent
of Lenders holding a majority in interest of the outstanding Loans and unused Commitments of
each adversely affected Class, or



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     (ix) modify the definition of “Interest Period” to allow periods of more than six
months without regard to the agreement of all participating Lenders, without the written
consent of each Lender.


provided, further, that (A) no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent, the Issuing Bank or the Swingline Lender
without the prior written consent of the Administrative Agent, the Issuing Bank or the Swingline
Lender, as applicable, (B) any waiver, amendment or modification of this Agreement that by its
terms affects the rights or duties under this Agreement of the Revolving Lenders (but not the Term
Lenders), the Tranche B Lenders (but not the Revolving Lenders or the Delayed Draw Lenders), the
Delayed Draw Lenders (but not the Revolving Lenders or the Tranche B Lenders) or the Term Lenders
(but not the Revolving Lenders) may be effected by an agreement or agreements in writing entered
into by Holdings, the Borrower and requisite percentage in interest of the affected Class(es) of
Lenders that would be required to consent thereto under this Section 9.02(b) if such Class(es) of
Lenders were the only Class(es) of Lenders hereunder at the time and (C) that notwithstanding
anything to the contrary any amendment, waiver or modification of Section 6.12 (or terms or
definitions that as amended, waived or modified only affect Section 6.12) shall only require the
consent of the Required Revolving Lenders and shall not require the consent of any other Person.
In connection with any proposed amendment, modification, waiver or termination (a “Proposed
Change”) requiring the consent of all affected Lenders, if the consent of the Required Lenders
(and, to the extent any Proposed Change requires the consent of Lenders holding Loans of any Class
pursuant to Section 9.02(b)(viii), the consent of not less than a majority in interest of the
outstanding Loans and unused Commitments of such Class) to such Proposed Change is obtained, but
the consent to such Proposed Change of other Lenders whose consent is required is not obtained (any
such Lender whose consent is not obtained as described in this Section 9.02(b) being referred to as
a “Non-Consenting Lender”), then, so long as the Lender that is acting as the
Administrative Agent is not a Non-Consenting Lender, at the Borrower’s request, any assignee that
is acceptable to the Administrative Agent shall have the right, with the Administrative Agent’s
consent, to purchase from such Non-Consenting Lender, and such Non-Consenting Lender agrees that it
shall, upon the Borrower’s request, sell and assign to such assignee, at no expense to such
Non-Consenting Lender, all the Commitments, Term Loans and Revolving Exposure of such
Non-Consenting Lender for an amount equal to the principal balance of all Term Loans and Revolving
Loans (and funded participations in Swingline Loans and unreimbursed LC Disbursements) held by such
Non-Consenting Lender and all accrued interest and fees with respect thereto through the date of
sale (including amounts under Sections 2.15, 2.16 and 2.17) so long as such principal balance of
all other Non-Consenting Lenders is similarly purchased, such purchase and sale to be consummated
pursuant to an executed Assignment and Assumption in accordance with Section 9.04(b) (which
Assignment and Assumption need not be signed by such Non-Consenting Lender).




          (c) Notwithstanding the provisions of Section 9.02(b), this Agreement may be amended (or
amended and restated) with the written consent of the Required Lenders, the Administrative Agent,
Holdings and the Borrower (i) to add one or more additional credit facilities to this Agreement and
to permit the extensions of credit from time to time thereunder and the accrued interest and fees
in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents
with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof,
and (ii) to include appropriately the Lenders holding such credit facilities in any determination
of the Required Lenders. In addition, this Agreement may be amended with the written consent of
the Administrative Agent, Holdings, the Borrower and the Lenders providing the relevant Replacement
Term Loans (as defined below) to permit the refinancing of all outstanding Tranche B Term Loans or
Delayed Draw Term Loans (the “Refinanced Term Loans”) and, if applicable, related
outstanding commitments, with a replacement term loan tranche hereunder (the “Replacement Term
Loans”); provided that (i) the aggregate principal amount of such Replacement Term Loans shall
not exceed the aggregate principal amount of such Refinanced Term



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Loans, (ii) the Applicable Rate for such Replacement Term Loans shall not be higher than the
Applicable Rate for such Refinanced Term Loans, (iii) the weighted average life to maturity of such
Replacement Term Loans shall not be shorter than the weighted average life to maturity of such
Refinanced Term Loans at the time of such refinancing (except to the extent of nominal amortization
for periods where amortization has been eliminated as a result of prepayment of the Refinanced Term
Loans) and (iv) all other terms applicable to such Replacement Term Loans shall be substantially
identical to, or less favorable to the Lenders providing such Replacement Term Loans than, those
applicable to such Refinanced Term Loans, except to the extent necessary to provide for covenants
and other terms applicable to any period after the latest final maturity of the Refinanced Term
Loans in effect immediately prior to such refinancing.




          SECTION 9.03. Expenses; Indemnity; Damage Waiver.




          (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Agents
and their respective Affiliates, including the reasonable fees, charges and disbursements of
counsel for the Agents, in connection with the syndication of the credit facilities provided for
herein, the preparation and administration of the Loan Documents or any amendments, modifications
or waivers of the provisions thereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing
Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or
any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the
Administrative Agent, the Issuing Bank or any Lender, including the fees, charges and disbursements
of any counsel for the Administrative Agent, the Issuing Bank or any Lender, in connection with the
enforcement or protection of its rights in connection with the Loan Documents, including its rights
under this Section 9.03, or in connection with the Loans made or Letters of Credit issued
hereunder, including all such reasonable out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit.




          (b) The Borrower shall indemnify the Administrative Agent, each Agent, the Issuing Bank and
each Lender, and each Related Party of any of the foregoing Persons (each such Person being called
an “Indemnitee”), and hold each Indemnitee harmless, from and against any and all losses,
claims, damages, liabilities and related expenses, including the fees, charges and disbursements of
any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of any Loan Document or any other
agreement or instrument contemplated hereby, the performance by the parties to the Loan Documents
of their respective obligations thereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter
of Credit if the documents presented in connection with such demand do not strictly comply with the
terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous
Materials on, at, under or emanating from any Mortgaged Property or any other property currently or
formerly owned or operated by the Borrower or any of its Subsidiaries, or any actual or alleged
Environmental Liability related in any way to the Borrower or any of its Subsidiaries or their
respective properties or operations, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory and regardless of whether any Indemnitee is a party thereto or such litigation,
claim, investigation or proceeding is brought by a third party or by the Borrower or its
Affiliates, provided that such indemnity shall not, as to any Indemnitee, be available to
the extent that such losses, claims, damages, liabilities or related expenses are finally
judicially determined by a non-appealable judgment of a court of competent jurisdiction to have
resulted from the gross negligence, bad faith or willful misconduct of, or breach of the Loan
Documents by, such Indemnitee.





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          (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent, each Agent, the Issuing Bank or the Swingline Lender under Sections 9.03(a)
or (b), each Lender severally agrees to pay to the Administrative Agent, such Agent, the Issuing
Bank or the Swingline Lender, as applicable, such Lender’s
pro rata share (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount, provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as applicable, was incurred by or asserted against the Administrative
Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a
Lender’s “pro rata share” shall be determined based upon its share of the aggregate Revolving
Exposures, outstanding Term Loans and unused Commitments at the time.




          (d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert,
and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special,
indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out
of, in connection with, or as a result of, this Agreement or any agreement or instrument
contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds
thereof.




          (e) All amounts due under this Section 9.03 shall be payable not later than three days after
written demand therefor.




          SECTION
9.04. Successors and Assigns.




          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights
or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
express or implied, shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any Affiliate of the Issuing
Bank that issues any Letter of Credit), Participants (to the extent provided in Section 9.04(c))
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.




          (b)





     (i) Subject to the conditions set forth in clause (b)(ii) below, any Lender may assign
to one or more assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to it) with
the prior written consent (such consent not to be unreasonably withheld or delayed) of:




     (1) the Borrower, provided that no consent of the Borrower shall be required
for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below)
or, if an Event of Default under Section 7.01(a), (b), (h), (i) or (j) has occurred and is
continuing, any other assignee;




     (2) the Administrative Agent, provided that no consent of the Administrative
Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender,
an Affiliate of a Lender or an Approved Fund; and



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     (3) the Issuing Bank, provided that no consent of the Issuing Bank shall be
required for an assignment of all or any portion of a Term Loan.




     (ii) Assignments shall be subject to the following conditions:




     (1) except in the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of
any Class, the amount of the Commitment or Loans of the assigning Lender subject to each
such assignment (determined as of the date the Assignment and Assumption with respect to
such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000
or, in the case of a Term Loan, $1,000,000, unless each of the Borrower and the
Administrative Agent otherwise consents; provided that no such consent of the
Borrower shall be required (x) for an assignment by a Lender to an Approved Fund of a Lender
or (y) if an Event of Default has occurred and is continuing, and that contemporaneous
assignments to Approved Funds related to the same Lender shall be aggregated when
calculating such minimum assignment amounts;




     (2) each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender’s rights and obligations under this Agreement; provided
that this clause shall not be construed to prohibit assignment of a proportionate part of
all the assigning Lender’s rights and obligations in respect of one Class of Commitments or
Loans;




     (3) the parties to each assignment shall execute and deliver to the Administrative
Agent an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and




     (4) the assignee, if it is not already a Lender, shall deliver to the Administrative
Agent an Administrative Questionnaire.




     For purposes of this Section 9.04(b):




     “Approved Fund” means (a) a CLO and (b) with respect to any Lender that is a
fund which invests in bank loans and similar extensions of credit, any other fund that
invests in bank loans and similar extensions of credit and is managed or advised by the same
investment advisor as such Lender or by an Affiliate of such investment advisor.




     “CLO” means any entity (whether a corporation, partnership, trust or otherwise)
that is engaged in making, purchasing, holding or otherwise investing in bank loans and
similar extensions of credit in the ordinary course and is administered or managed by a
Lender or an Affiliate of such Lender.



          (iii) Subject to acceptance and recording thereof pursuant to Section 9.04(b)(iv), from and
after the effective date specified in each Assignment and Assumption the assignee thereunder shall
be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be
released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with Section 9.04(c).




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          (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a register for the recordation of the names and addresses of the
Lenders, and the Commitment of, and principal amount of the Loans and LC Disbursements owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries
in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks
and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrower, the Issuing Banks and,
with respect to itself, any Lender, at any reasonable time and from time to time upon reasonable
prior notice.




          (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee
shall already be a Lender hereunder), the processing and recordation fee referred to in Section
9.04(b) and any written consent to such assignment required by Section 9.04(b), the Administrative
Agent shall accept such Assignment and Assumption and record the information contained therein in
the Register. No assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.




          (c)




          (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing
Banks or the Swingline Lender, sell participations to one or more banks or other entities (a
“Participant”) in all or a portion of such Lender’s rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans owing to it),
provided that (A) such Lender’s obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent, the Issuing Bank and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to
which a Lender sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or waiver of any
provision of this Agreement, provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso to Section 9.02(b) that affects such Participant. Each
Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of
Borrower, maintain a register on which it enters the name and address of each Participant and the
principal and interest amounts of each Participant’s interest in the Loans held by it (the
“Participant Register”). The entries in the Participant Register shall be conclusive,
absent manifest error, and such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of such Loan or other obligation hereunder for all purposes of
this Agreement notwithstanding any notice to the contrary. Subject to Section 9.04(c)(ii), the
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and
2.17 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant
to Section 9.04(b). To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.18(c) as though it were a Lender.




          (ii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or
2.17 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant except to the extent that the entitlement to any greater
payment results from any change in Requirement of Law after the participant becomes a Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written
consent. A Participant that would




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be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 2.17 unless the Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section
2.17(e) as though it were a Lender.




          (iii) Any Lender may at any time pledge, assign or grant a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender, including any
pledge, assignment or grant to secure obligations to a Federal Reserve Bank, and this Section 9.04
shall not apply to any such pledge, assignment or grant of a security interest, provided
that no such pledge, assignment or grant of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledge or assignee for such Lender as a party
hereto.




          SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the
Loan Documents and in the certificates or other instruments delivered in connection with or
pursuant to this Agreement or any other Loan Document shall have independent significance and be
considered to have been relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent, the Issuing Bank or any Lender may have had notice or knowledge of
any Default or incorrect representation or warranty at the time any credit is extended hereunder,
and shall continue in full force and effect as long as the principal of or any accrued interest on
any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or
any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in
full force and effect regardless of the consummation of the transactions contemplated hereby, the
repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments
or the termination of this Agreement or any provision hereof.




          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Agreement, the other Loan Documents and any
separate letter agreements with respect to fees payable to the Administrative Agent constitute the
entire contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof.
Except as provided in Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. Delivery of an executed counterpart of a signature page
of this Agreement by facsimile or electronic transmission shall be effective as delivery of a
manually executed counterpart of this Agreement.




          SECTION 9.07. Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.




          SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or



-101-









 






demand, provisional or final) at any time held and other obligations at any time owing by such Lender or Affiliate to
or for the credit or the account of the Borrower against any of and all the obligations of the
Borrower now or hereafter existing under this Agreement held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. The applicable Lender shall notify the Borrower and the
Administrative Agent of such setoff or application, provided that any failure to give or
any delay in giving such notice shall not affect the validity of any such setoff or application
under this Section 9.08. The rights of each Lender under this Section 9.08 are in addition to
other rights and remedies (including other rights of setoff) which such Lender may have.




          SECTION
9.09. Governing Law; Jurisdiction; Consent to Service of Process.




          (a) This Agreement shall be construed in accordance with and governed by the law of the State
of New York.




          (b) Each of Holdings and the Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New
York sitting in New York County and of the United States District Court of the Southern District of
New York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in such New York State or, to the extent permitted
by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that the Administrative Agent, the Issuing Bank or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement or any other Loan
Document against Holdings, the Borrower or their respective properties in the courts of any
jurisdiction.




          (c) Each of Holdings and the Borrower hereby irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in Section 9.09(b). Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such court.




          (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will
affect the right of any party to this Agreement to serve process in any other manner permitted by
law.




          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
(WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT




-102-









 







BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.10.




          SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of
reference only, are not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.




          SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (a)
to its and its Affiliates’ directors, trustees, officers, employees and agents, including
accountants, legal counsel and other advisors (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any regulatory authority or
self-regulatory authority, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement
or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an
agreement containing provisions substantially the same as those of this Section 9.12, to (i) any
assignee or pledgee of or Participant in, or any prospective assignee or pledgee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and
its obligations, (g) with the consent of the Borrower or (h) to the extent such Information (i)
becomes publicly available other than as a result of a breach of this Section 9.12 or (ii) becomes
available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis
from a source other than Holdings or the Borrower or any of their subsidiaries, provided
that such source is not actually known by such disclosing party to be bound by an agreement
containing provisions substantially the same as those contained in this Section 9.12. For the
purposes of this Section 9.12, the term “Information” means all information received from
Holdings or the Borrower relating to Holdings or the Borrower or its business, other than any such
information that is available to the Administrative Agent, any Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by Holdings or the Borrower, provided that, in
the case of information received from Holdings, the Borrower or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as confidential. Any Person
required to maintain the confidentiality of Information as provided in this Section 9.12 shall be
considered to have complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own
confidential information.




          SECTION 9.13. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate
applicable to any Loan, together with all fees, charges and other amounts that are treated as
interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the
maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of
interest payable in respect of such Loan hereunder, together with all Charges payable in respect
thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a result of the
operation of this Section 9.13 shall be cumulated and the interest and Charges payable to such
Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the Federal Funds
Effective Rate to the date of repayment, shall have been received by such Lender.



-103-









 







          SECTION 9.14. USA Patriot Act. Each Lender, each Agent and the Issuing Bank hereby notifies the Borrower that pursuant to
the requirements of the USA Patriot Act, it is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of the Borrower and
other information that will allow such Person to identify the Borrower in accordance with the USA
Patriot Act.




          SECTION 9.15. Release of Collateral. Upon any sale or other transfer by any Loan Party of any Collateral that is permitted under
this Agreement, or upon the effectiveness of any written consent to the release of the security
interest granted hereby in any Collateral pursuant to Section 9.02 of this Agreement, the Mortgage
or other security interest in such Collateral shall be automatically released and the Collateral
Agent is authorized to, and shall, take any action to effect the foregoing, including, without
limitation, executing and delivering to the Borrower, in recordable form, discharges and releases
of such Mortgage or other security interest.




-104-









 





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




	 	 	 	 	 
	 	UNITED SURGICAL PARTNERS INTERNATIONAL, INC.,
 as the Borrower

 	 
	 	By:  	
/s/ William H. Wilcox


 	 
	 	 	Name:  	William H. Wilcox	 
	 	 	Title:  	President	 
	 
	 	USPI HOLDINGS, INC.

 	 
	 	By:  	/s/
William H. Wilcox	 
	 	 	Name:  	William H. Wilcox	 
	 	 	Title:  	President	 
	 
	 	CITIBANK, N.A.,
 as a Lender and as Administrative Agent and Collateral Agent

 	 
	 	By:  	/s/
John Peruzzi	 
	 	 	Name:  	John Peruzzi	 
	 	 	Title:  	Vice President	 
	 
	 	LEHMAN COMMERCIAL PAPER INC.,
 as a Lender

 	 
	 	By:  	/s/
Laurie Perper	 
	 	 	Name:  	Laurie Perper	 
	 	 	Title:  	Senior Vice President	 
	 




 









 





	 	 	 	 	 
	 	LEHMAN BROTHERS INC.,
 as Syndication Agent, Joint Lead Arranger and Joint Bookrunner

 	 
	 	By:  	/s/
Laurie Perper	 
	 	 	Name:  	Laurie Perper	 
	 	 	Title:  	Senior Vice President	 
	 
	 	BEAR STEARNS CORPORATE LENDING INC.,
 as a Lender and as Co-Documentation Agent

 	 
	 	By:  	/s/
Victor Bulzacchelli	 
	 	 	Name:  	Victor Bulzacchelli	 
	 	 	Title:  	Authorized Agent	 
	 
	 	SUNTRUST BANK,
 as a Lender and as Co-Documentation Agent

 	 
	 	By:  	/s/
Helen C. Hartz	 
	 	 	Name:  	Helen C. Hartz	 
	 	 	Title:  	Vice President	 
	 
	 	UBS LOAN FINANCE LLC,
 as a Lender

 	 
	 	By:  	/s/
Mary E. Evans	 
	 	 	Name:  	Mary E. Evans	 
	 	 	Title:  	Associate Director	 
	 




 









 





	 	 	 	 	 
	 	 	 
	 	By:  	/s/
David B. Julie	 
	 	 	Name:  	David B. Julie	 
	 	 	Title:  	Associate Director	 
	 
	 	UBS SECURITIES LLC,
 as Co-Documentation Agent

 	 
	 	By:  	/s/
Mary E. Evans	 
	 	 	Name:  	Mary E. Evans	 
	 	 	Title:  	Associate Director	 
	 
	 	 	 
	 	By:  	
/s/ David B. Julie
 	 
	 	 	Name:  	David B. Julie	 
	 	 	Title:  	Associate Director	 
	 
	 	CITIGROUP GLOBAL MARKETS INC.,
 as Joint Lead Arranger and Joint Bookrunner

 	 
	 	By:  	/s/
John Peruzzi	 
	 	 	Name:  	John Peruzzi	 
	 	 	Title:  	Managing Director	 
	 
	 	BEAR, STEARNS & CO. INC.,
 as Joint Lead Arranger and Joint Bookrunner

 	 
	 	By:  	/s/
Victor Bulzacchelli	 
	 	 	Name:  	Victor Bulzacchelli	 
	 	 	Title:  	Authorized Agent	 
	 




 









 





	 	 	 	 	 
	 	UBS SECURITIES LLC,
 as Joint Lead Arranger and Joint Bookrunner

 	 
	 	By:  	/s/
Mary E. Evans	 
	 	 	Name:  	Mary E. Evans	 
	 	 	Title:  	Associate Director	 
	 
	 	 	 
	 	By:  	/s/
David B. Julie
 	 
	 	 	Name:  	David B. Julie	 
	 	 	Title:  	Associate Director	 
	 
	 	AMEGY BANK NATIONAL ASSOCIATION,
 as a Lender

 	 
	 	By:  	/s/
Daniel L. Cox, Jr.	 
	 	 	Name:  	Daniel L. Cox, Jr.	 
	 	 	Title:  	Vice President	 
	 
	 	SOVEREIGN BANK,
 as a Lender

 	 
	 	By:  	/s/
Sarah J. Healy	 
	 	 	Name:  	Sarah J. Healy	 
	 	 	Title:  	Senior Vice President	 
	 
	 	WELLS FARGO FOOTHILL, INC.,
 as a Lender

 	 
	 	By:  	/s/
Richard Kritsch	 
	 	 	Name:  	Richard Kritsch	 
	 	 	Title:  	Senior Vice President	 
	 

















 





SCHEDULES



Schedule 1.01(a) — Existing Letters of Credit



Schedule 1.01(b) — St. Louis Investments



Schedule 1.01(c) — Specified Subsidiaries



Schedule 2.01 — Commitments



Schedule 3.03 — Governmental Approvals; No Conflicts



Schedule 3.05 — Real Property



Schedule 3.06 — Litigation



Schedule 3.12 — Subsidiaries



Schedule 3.13 — Insurance



Schedule 4.01 — Local Counsel Jurisdictions



Schedule 6.01 — Existing Indebtedness



Schedule 6.02 — Existing Liens



Schedule 6.04 — Existing Investments



Schedule 6.09 — Existing Transactions with Affiliates



Schedule 6.10 — Existing Restrictions




 









 








Schedule 1.01(a)




Existing Letters of Credit



The following Letters of Credit have been issued by SunTrust Bank:




	 	 	 	 	 	 	 	 	 	 	 
	Issuance Date	 	Applicant	 	Beneficiary	 	AMOUNT	 	 	Actual Expiry
	12/16/2002	 	USP Domestic Holdings, Inc.
	 	Arden Westwood LLC	 	 	90,000	 	 	12/28/2007
	11/14/2003	 	USP Domestic Holdings, Inc.
	 	JACO-Sarasota, LLC	 	 	517,140	 	 	12/17/2007
	2/15/2007	 	North Shore Same Day Surgery, L.L.C.
	 	3725 Touhy LLC	 	 	1,052,100	 	 	3/31/2008
	6/8/2006	 	United Surgical Partners
International, Inc.
	 	Blex Exchange IV LP	 	 	1,000,000	 	 	12/31/2007






 









 






Schedule 1.01(b)




St. Louis Investments





	1.	 	Advanced Ambulatory Surgical Care, L.P.

dba Advanced Surgical Care
	 
	2.	 	Chesterfield Ambulatory Surgery Center, L.P.

dba Chesterfield Surgery Center
	 
	3.	 	Manchester Ambulatory Surgery Center, L.P.

dba Manchester Surgery Center
	 
	4.	 	Mason Ridge Ambulatory Surgery Center, L.P.

dba Mason Ridge Surgery Center
	 
	5.	 	Mid Rivers Ambulatory Surgery Center, L.P.

dba Mid Rivers Surgery Center
	 
	6.	 	Olive Ambulatory Surgery Center, L.P.

dba Olive Surgery Center
	 
	7.	 	Riverside Ambulatory Surgery Center, L.P.

dba Riverside Surgery Center
	 
	8.	 	Sunset Hills Ambulatory Surgery Center, L.P.

dba Sunset Hills Surgery Center
	 
	9.	 	Surgery Center of Columbia, L.P.

dba Surgery Center of Columbia
	 
	10.	 	The Ambulatory Surgical Center of St. Louis, L.P.

dba The Surgical Center of St. Louis
	 
	11.	 	Webster Ambulatory Surgery Center, L.P.

dba Webster Surgery Center




 









 











Schedule 1.01(c)




Specified Subsidiaries





	1.	 	CHW/SCD/USP Tracy Surgery Centers, L.L.C.
	 
	2.	 	CHW/USP Bakersfield GP, L.L.C.
	 
	3.	 	CHW/USP Bakersfield Surgery Centers, L.L.C.
	 
	4.	 	CHW/USP Fontana Surgery Centers, LLC
	 
	5.	 	Corpus Christi Holdings, LLC
	 
	6.	 	Surgicoe of Texas, Inc.
	 
	7.	 	Shoreline Real Estate Partnership, LLP
	 
	8.	 	USP Fontana, Inc.




 









 











Schedule 2.01




Commitments




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Tranche B	 	 	Revolving	 	 	Delayed Draw	 
	Lender	 	Commitment	 	 	Commitment	 	 	Commitment	 
	Citibank, N.A.
	 	$	430,000,000	 	 	$	15,000,000	 	 	$	100,000,000	 
	Lehman Commercial Paper Inc.
	 	 	 	 	 	 	15,000,000	 	 	 	 	 
	SunTrust Bank
	 	 	 	 	 	 	15,000,000	 	 	 	 	 
	Bear Stearns Corporate Lending
Inc.
	 	 	 	 	 	 	12,500,000	 	 	 	 	 
	UBS Loan Finance LLC
	 	 	 	 	 	 	12,500,000	 	 	 	 	 
	Amegy Bank National Association
	 	 	 	 	 	 	10,000,000	 	 	 	 	 
	Wells Fargo Foothill, Inc.
	 	 	 	 	 	 	10,000,000	 	 	 	 	 
	Sovereign Bank
	 	 	 	 	 	 	10,000,000	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 
	Total:
	 	$	430,000,000	 	 	$	100,000,000	 	 	$	100,000,000	 
	 
	 	 	 	 	 	 	 	 	 






 









 






Schedule 3.03




Governmental Approvals; No Conflicts





	1.	 	The following employment agreements between the Company and the person listed below contain
provisions regarding acceleration of equity awards upon a change of control:






	 	a.	 	Donald E. Steen
	 
	 	b.	 	William H. Wilcox
	 
	 	c.	 	Brett P. Brodnax
	 
	 	d.	 	Niels P. Vernegaard
	 
	 	e.	 	Mark A. Kopser
	 
	 	f.	 	John J. Wellik
	 
	 	g.	 	Jonathan R. Bond
	 
	 	h.	 	Mark C. Garvin
	 
	 	i.	 	James Jackson
	 
	 	j.	 	Monica Cintado
	 
	 	k.	 	Andy Johnston
	 
	 	l.	 	Jason B. Cagle
	 
	 	m.	 	Patrick A. Murphy
	 
	 	n.	 	Jot Hollenbeck
	 
	 	o.	 	Luke Johnson
	 
	 	p.	 	David Zarin, M.D.
	 
	 	q.	 	Jeff Sapp






	2.	 	The terms of the United Surgical Partners International, Inc. 2001 Equity-Based Compensation
Plan and the United Surgical Partners International, Inc. 1998 Stock Option and Restricted
Stock Award Plan, and the award agreements entered into in connection therewith, and the
United Surgical Partners International, Inc. Employee Stock Purchase Plan contain provisions
regarding the acceleration of equity awards upon a change of control.
	 
	3.	 	The terms of the United Surgical Partners International, Inc. Deferred Compensation Plan,
dated to be effective January 1, 2005, provides that upon a change in control of the Company,
each participant shall become fully vested in his or her account balance.




 









 











Schedule 3.05




Real Property




Owned Real Properties




None




Leased Real Properties




	 	 	 	 	 
	Lessee	 	Address	 	Lessor/Sublessor
	OrthoLink Physicians Corporation
	 	8 Cadillac Drive

Suite 350

Brentwood, TN 37027
	 	Duke Realty Limited
Partnership

	 	 	 	 	 

	Ortholink Physicians Corporation
	 	103 Powell Court

Suite 200

Brentwood, TN 37027
	 	Highwoods Properties

	 	 	 	 	 

	Ortholink Physicians Corporation
	 	1150 Lake Hern Dr.

Suite 650

Atlanta, GA 30342
	 	Pavilion Partners, L.P.

	 	 	 	 	 

	Surgis, Inc.
	 	37 North Orange Ave.

Suite 500

Orlando, FL 32801
	 	Execu-Suites, Inc.

	 	 	 	 	 

	Surgis, Inc.
	 	3307 W. Davis

Suite A

Conroe, TX 77301
	 	Beckendorf Investments

	 	 	 	 	 

	Surgis, Inc.
	 	31244 Palos Verdes Dr. West

Suite 241

Rancho Palos Verdes, CA 90275
	 	Hunter Ent. as sublessor

	 	 	 	 	 

	United Surgical Partners International, Inc.
	 	3050 Post Oak Boulevard

Suite 620

Houston, TX 77056
	 	DRA CRT Post Oak, L.P.

	 	 	 	 	 

	United Surgical Partners International, Inc.
	 	241 Monmouth Road 

Suite 106

West Long Branch, NJ 07764
	 	Meridian Health Realty
Corporation as sublessor

	 	 	 	 	 

	USP Houston, Inc.
	 	3534 Vista Boulevard

Pasadena, TX 77504
	 	KKT Realty II, LP

	 	 	 	 	 

	USP Sunset Hills, Inc.
	 	10733 Sunset Office Dr.

Suite 220

Sunset Hills, MO 63124
	 	Lutheran Church
Extension Fund —
Missouri Synod

	 	 	 	 	 

	USP Texas, L.P.
	 	15305 Dallas Parkway

Suite 1600

Addison, TX 75001
	 	Colonnade Realty Holding
Limited Partnership (for
13th and 15th floors and
lower level IT space)

	 
	 	 
	 	HQ Global Workplaces,
Inc. as sublessor (USP
Texas, L.P. subleases
16th floor)







 









 






	 	 	 	 	 
	Lessee	 	Address	 	Lessor/Sublessor
	USP Texas, L.P.
	 	790 East Colorado Boulevard

Suite 705

Pasadena, CA 91101
	 	CA-790 East Colorado L.P.







 









 






Schedule 3.06




Litigation



On January 8, 2007, John McMullen filed a class action petition in the 134th District Court of
Dallas County, Texas against the Borrower, the Sponsor and the directors of the Borrower.



On January 9, 2007, Levy Instruments filed a derivative petition, in the 101st District Court of
Dallas County, Texas on behalf of the Borrower, substantively, against the Sponsor, the directors
of the Borrower and nominally against the Borrower.





 











 





Schedule 3.12




	 	 	 	 	 
	 	 	Percentage of Ownership or Beneficial
	Borrower	 	Interest held by Holdings
	United Surgical Partners International, Inc.
	 	 	100	%






	 	 	 	 	 
	 	 	Percentage of Ownership or Beneficial
	Subsidiary Guarantors	 	Interest held by Holdings
	Georgia Musculoskeletal Network, Inc.
	 	 	100.00	%
	Health Horizons of Kansas City, Inc.
	 	 	100.00	%
	Health Horizons of Murfreesboro, Inc.
	 	 	100.00	%
	Health Horizons of Nashville, Inc.
	 	 	100.00	%
	Medcenter Management Services, Inc.
	 	 	100.00	%
	Ortho Excel, Inc.
	 	 	100.00	%
	OrthoLink ASC Corporation
	 	 	100.00	%
	OrthoLink Physicians Corporation
	 	 	100.00	%
	OrthoLink Radiology Services Corporation
	 	 	100.00	%
	OrthoLink/Georgia ASC, Inc.
	 	 	100.00	%
	OrthoLink/New Mexico ASC, Inc.
	 	 	100.00	%
	OrthoLink/TN ASC, Inc.
	 	 	100.00	%
	Physicians Data Professionals, Inc.
	 	 	100.00	%
	Specialty Surgicenters, Inc.
	 	 	100.00	%
	SSI Holdings, Inc.
	 	 	100.00	%
	Surginet of Northwest Houston, Inc.
	 	 	100.00	%
	Surginet of Rivergate, Inc.
	 	 	100.00	%
	Surginet, Inc.
	 	 	100.00	%
	Surgis Management Services, Inc.
	 	 	100.00	%
	Surgis of Chico, Inc.
	 	 	100.00	%
	Surgis of Pearland, Inc.
	 	 	100.00	%
	Surgis of Phoenix, Inc.
	 	 	100.00	%
	Surgis of Redding, Inc.
	 	 	100.00	%
	Surgis of Sand Lake, Inc.
	 	 	100.00	%
	Surgis of Sonoma, Inc.
	 	 	100.00	%
	Surgis of Victoria, Inc.
	 	 	100.00	%
	Surgis of Willowbrook, Inc.
	 	 	100.00	%
	Surgis, Inc.
	 	 	100.00	%
	United Surgical of Atlanta, Inc.
	 	 	100.00	%
	United Surgical Partners Holdings, Inc.
	 	 	100.00	%
	USP Alexandria, Inc.
	 	 	100.00	%
	USP Assurance Company
	 	 	100.00	%
	USP Austin, Inc.
	 	 	100.00	%
	USP Austintown, Inc.
	 	 	100.00	%
	USP Baltimore, Inc.
	 	 	100.00	%
	USP Baton Rouge, Inc.
	 	 	100.00	%
	USP Bridgeton, Inc.
	 	 	100.00	%
	USP Cedar Park, Inc
	 	 	100.00	%
	USP Central New Jersey, Inc.
	 	 	100.00	%
	USP Chesterfield, Inc.
	 	 	100.00	%
	USP Chicago, Inc.
	 	 	100.00	%
	USP Cleveland, Inc.
	 	 	100.00	%






 









 






	 	 	 	 	 
	 	 	Percentage of Ownership or Beneficial
	Subsidiary Guarantors	 	Interest held by Holdings
	USP Coast, Inc.
	 	 	100.00	%
	USP Columbia, Inc.
	 	 	100.00	%
	USP Corpus Christi, Inc.
	 	 	100.00	%
	USP Cottonwood, Inc.
	 	 	100.00	%
	USP Creve Coeur, Inc.
	 	 	100.00	%
	USP Decatur, Inc.
	 	 	100.00	%
	USP Des Peres, Inc.
	 	 	100.00	%
	USP Destin, Inc.
	 	 	100.00	%
	USP Domestic Holdings, Inc.
	 	 	100.00	%
	USP Florissant, Inc.
	 	 	100.00	%
	USP Fredericksburg, Inc.
	 	 	100.00	%
	USP Glendale, Inc.
	 	 	100.00	%
	USP Harbour View, Inc.
	 	 	100.00	%
	USP Houston, Inc.
	 	 	100.00	%
	USP Indiana, Inc.
	 	 	100.00	%
	USP International Holdings, Inc.
	 	 	100.00	%
	USP Kansas City, Inc.
	 	 	100.00	%
	USP Las Cruces, Inc.
	 	 	100.00	%
	USP Long Island, Inc.
	 	 	100.00	%
	USP Lyndhurst, Inc.
	 	 	100.00	%
	USP Mason Ridge, Inc.
	 	 	100.00	%
	USP Michigan, Inc.
	 	 	100.00	%
	USP Midwest, Inc.
	 	 	100.00	%
	USP Mission Hills, Inc.
	 	 	100.00	%
	USP Nevada, Inc.
	 	 	100.00	%
	USP New Jersey, Inc.
	 	 	100.00	%
	USP Newport News, Inc.
	 	 	100.00	%
	USP North Kansas City, Inc.
	 	 	100.00	%
	USP North Texas, Inc.
	 	 	100.00	%
	USP Oklahoma, Inc.
	 	 	100.00	%
	USP Olive, Inc.
	 	 	100.00	%
	USP Oxnard, Inc.
	 	 	100.00	%
	USP Phoenix, Inc.
	 	 	100.00	%
	USP Reading, Inc.
	 	 	100.00	%
	USP Richmond II, Inc.
	 	 	100.00	%
	USP Richmond, Inc.
	 	 	100.00	%
	USP Sacramento, Inc.
	 	 	100.00	%
	USP San Antonio, Inc.
	 	 	100.00	%
	USP San Gabriel, Inc.
	 	 	100.00	%
	USP Sarasota, Inc.
	 	 	100.00	%
	USP Securities Corporation
	 	 	100.00	%
	USP St. Peters, Inc.
	 	 	100.00	%
	USP Sunset Hills, Inc.
	 	 	100.00	%
	USP Tennessee, Inc.
	 	 	100.00	%
	USP Torrance, Inc.
	 	 	100.00	%
	USP Virginia Beach, Inc.
	 	 	100.00	%
	USP Webster Groves, Inc.
	 	 	100.00	%
	USP West Covina, Inc.
	 	 	100.00	%
	USP Westwood, Inc.
	 	 	100.00	%
	USP Winter Park, Inc.
	 	 	100.00	%
	USPI San Diego, Inc.
	 	 	100.00	%






 









 






	 	 	 	 	 
	 	 	Percentage of Ownership or Beneficial
	Subsidiary Guarantors	 	Interest held by Holdings
	ISS-Orlando, LLC
	 	 	100.00	%
	North MacArthur Surgery Center, LLC
	 	 	100.00	%
	Pasadena Holdings, LLC
	 	 	100.00	%
	Same Day Management, L.L.C.
	 	 	100.00	%
	Same Day Surgery, L.L.C.
	 	 	100.00	%
	Surgery Centers Holding Company, L.L.C.
	 	 	100.00	%
	Surgery Centers of America II, L.L.C.
	 	 	100.00	%
	USP Nevada Holdings, LLC
	 	 	100.00	%
	USP Texas Air, LLC
	 	 	100.00	%
	WHASA, L.C.
	 	 	100.00	%
	USP Texas, L.P.
	 	 	100.00	%






	 	 	 	 	 
	 	 	Percentage of Ownership or Beneficial
	Other Subsidiaries	 	Interest held by Holdings
	American Endoscopy Services, Inc.
	 	 	100.00	%
	CHW/SCD/USP Tracy Surgery Centers, L.L.C.
	 	 	100.00	%
	CHW/USP Bakersfield GP, L.L.C.
	 	 	100.00	%
	CHW/USP Bakersfield Surgery Centers, L.L.C.
	 	 	100.00	%
	CHW/USP Fontana Surgery Centers, LLC
	 	 	100.00	%
	Corpus Christi Holdings, LLC
	 	 	100.00	%
	Surgicoe of Texas, Inc.
	 	 	100.00	%
	Shoreline Real Estate Partnership, LLP
	 	 	100.00	%
	USP Fontana, Inc.
	 	 	100.00	%
	USP Torrance, Inc.
	 	 	100.00	%
	25 East Same Day Surgery, L.L.C.
	 	 	45.57	%
	Advanced Ambulatory Surgical Care, L.P.
	 	 	33.00	%
	Alamo Heights Surgicare, L.P.
	 	 	57.17	%
	Arlington Surgicare Partners, Ltd.
	 	 	40.99	%
	Austintown Surgery Center, LLC
	 	 	68.50	%
	Beaumont Surgical Affiliates, Ltd.
	 	 	74.58	%
	Central Virginia Surgi-Center, L.P.
	 	 	78.90	%
	Chesterfield Ambulatory Surgery Center, L.P.
	 	 	33.00	%
	Chico Surgery Center, LP
	 	 	60.00	%
	CHW/USP Phoenix II, LLC
	 	 	51.00	%
	Coast Surgery Center, L.P.
	 	 	61.30	%
	Court Street Surgery Center, L.P.
	 	 	60.00	%
	Creekwood Surgery Center, L.P.
	 	 	62.00	%
	Day-Op Center of Long Island, Inc.
	 	 	0.00	%
	Day-Op Surgery Consulting Company, LLC
	 	 	89.90	%
	Decatur Surgery Center, L.P.
	 	 	64.00	%
	Desoto Surgicare Partners, Ltd.
	 	 	43.79	%
	Doctors Outpatient Surgicenter, Ltd.
	 	 	46.33	%
	East West Surgery Center, L.P.
	 	 	53.00	%
	Elmwood Park Same Day Surgery, L.L.C.
	 	 	37.70	%
	ENH/USP Surgery Centers II, L.L.C.
	 	 	50.10	%
	Houston Ambulatory Surgical Associates, L.P.
	 	 	50.48	%






 









 






	 	 	 	 	 
	 	 	Percentage of Ownership or Beneficial
	Other Subsidiaries	 	Interest held by Holdings
	ICNU Rockford, L.L.C.
	 	 	60.00	%
	INTEGRIS/USP Surgery Centers II, L.L.C.
	 	 	50.10	%
	Lincolnwood Ambulatory Surgery Center, LLC
	 	 	50.10	%
	Madison Ambulatory Surgery Center, LLC
	 	 	77.00	%
	Manchester Ambulatory Surgery Center, L.P.
	 	 	33.00	%
	Mason Ridge Ambulatory Surgery Center, L.P.
	 	 	32.88	%
	Memorial Hermann/USP Surgery Centers II, LP
	 	 	90.00	%
	Metro Surgery Center, L.P.
	 	 	74.00	%
	Metroplex Surgicare Partners, Ltd.
	 	 	43.13	%
	Mid Rivers Ambulatory Surgery Center, L.P.
	 	 	33.61	%
	New Mexico Orthopaedic Surgery Center, L.P.
	 	 	51.00	%
	NKCH/USP Surgery Centers II, LLC
	 	 	51.00	%
	North Shore Same Day Surgery, L.L.C.
	 	 	44.09	%
	Northridge Surgery Center, L.P.
	 	 	32.18	%
	Northwest Surgery Center, Ltd.
	 	 	48.95	%
	Olive Ambulatory Surgery Center, L.P.
	 	 	31.80	%
	Orthopedic and Surgical Specialty Company, LLC
	 	 	36.31	%
	Pacific Endo-Surgical Center, L.P.
	 	 	62.09	%
	Park Cities Surgery Center, L.P.
	 	 	41.25	%
	Pearland Ambulatory Surgery Center, Ltd.
	 	 	91.00	%
	Physicians Pavilion, L.P.
	 	 	50.18	%
	Radsource, LLC
	 	 	60.00	%
	Reading Ambulatory Surgery Center, L.P.
	 	 	57.28	%
	Redding Surgery Center, LP
	 	 	16.00	%
	Resurgens Surgery Center, LLC
	 	 	48.00	%
	River North Same Day Surgery, L.L.C.
	 	 	33.62	%
	Riverside Ambulatory Surgery Center, L.P.
	 	 	32.51	%
	Rockwall Ambulatory Surgery Center, L.L.P.
	 	 	48.19	%
	Saint Thomas/USP Surgery Centers II, LLC
	 	 	51.00	%
	San Antonio Endoscopy, L.P.
	 	 	53.45	%
	San Gabriel Valley Surgical Center, L.P.
	 	 	55.00	%
	Sand Lake Surgery Center, L.P.
	 	 	33.00	%
	Shore Outpatient Surgicenter, L.L.C.
	 	 	56.25	%
	Shoreline Surgery Center, L.L.P.
	 	 	50.76	%
	Specialists Surgery Center, L.L.C.
	 	 	36.49	%
	St. Agnes Surgery Center of Ellicott City, L.L.L.P.
	 	 	73.50	%
	Suburban Endoscopy Services, LLC
	 	 	51.00	%
	Sunset Hills Ambulatory Surgery Center, L.P.
	 	 	32.69	%
	Surgery Center of Columbia, L.P.
	 	 	30.10	%
	Tamarac Surgery Center LLC
	 	 	60.81	%
	Templeton Surgery Center, LLC
	 	 	63.92	%
	Teton Outpatient Services, LLC
	 	 	49.06	%
	Texan Ambulatory Surgery Center, L.P.
	 	 	60.00	%
	Texas Health Venture Arlington, L.P.
	 	 	75.00	%
	Texas Health Venture Huguley, L.P.
	 	 	75.00	%
	Texas Health Venture Park Cities, L.P.
	 	 	75.00	%






 









 






	 	 	 	 	 
	 	 	Percentage of Ownership or Beneficial
	Other Subsidiaries	 	Interest held by Holdings
	Texas Health Venture Rockwall 2, L.P.
	 	 	75.00	%
	Texas Health Ventures Group Holdings, LLC
	 	 	75.00	%
	The Ambulatory Surgery Center of St. Louis, L.P.
	 	 	33.00	%
	The Center for Ambulatory Surgical Treatment, L.P.
	 	 	63.54	%
	The Surgery Center, an Ohio limited partnership
	 	 	71.00	%
	THVG Arlington GP, LLC
	 	 	75.00	%
	THVG Bedford GP, LLC
	 	 	75.00	%
	THVG Bedford, L.P.
	 	 	75.00	%
	THVG DeSoto GP, LLC
	 	 	75.00	%
	THVG DeSoto, L.P.
	 	 	75.00	%
	THVG Huguley GP, LLC
	 	 	75.00	%
	THVG Park Cities GP, LLC
	 	 	75.00	%
	THVG Rockwall 2 GP, LLC
	 	 	75.00	%
	THVG/HealthFirst Holdings, L.L.C.
	 	 	75.00	%
	THVG/HealthFirst, L.L.C.
	 	 	75.00	%
	TOPS Specialty Hospital, Ltd.
	 	 	45.46	%
	United Surgery Center — Southeast, Ltd.
	 	 	40.95	%
	University Surgery Center, Ltd.
	 	 	40.00	%
	Victoria Ambulatory Surgery Center, LP
	 	 	58.55	%
	Warner Park Surgery Center, L.P.
	 	 	25.95	%
	West Houston Ambulatory Surgical Associates, LP
	 	 	50.98	%
	Willowbrook Ambulatory Surgery Center, L.P.
	 	 	67.00	%
	KSF Orthopaedic Surgery Center, L.L.P.
	 	 	49.09	%
	Webster Ambulatory Surgery Center, L.P.
	 	 	32.57	%







 












 





Schedule 3.13 — Insurance




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Coverage	 	Limits	 	 	Deductible / Retention	 	Policy Term	 	Company	 	Policy Number
	Commercial Property — Limits below are on a per occurrence basis
	 	$	500,000,000	 	 	$10,000	 	9/30/06-9/30/07	 	Travelers Property Casualty Corporation of America	 	KTJ-CMB-0454C34-6-06
	Blanket Buildings, Improvement & Betterments, & Business
	 	$	250,000,000	 	 	Included in PD deductible	 	 	 	 	 	 
	Personal Property/Contents *
	 	$	20,000,000	 	 	$10,000	 	 	 	 	 	 
	Business Income
	 	$	10,000,000	 	 	$10,000	 	 	 	 	 	 
	Accounts Receivables
	 	$	50,000,000	 	 	$10,000	 	 	 	 	 	 
	EDP Equipment & Media
	 	$	20,000,000	 	 	2% of damage	 	 	 	 	 	 
	Boiler & Machinery- Equipment Breakdown
	 	$	5,000,000	 	 	2% of damage	 	 	 	 	 	 
	EQ, Volcanic Eruption, Landslide, and Mine Subsidence except
	 	$	2,500,000	 	 	5% of damage	 	 	 	 	 	 
	EQ occurring in moderate hazard counties
	 	$	20,000,000	 	 	$100,000	 	 	 	 	 	 
	EQ occurring in California and high hazard counties
	 	$	5,000,000	 	 	48 hours	 	 	 	 	 	 
	Flood
	 	 	 	 	 	 	 	 	 	 	 	 
	Off Premises Power Failure
	 	 	 	 	 	 	 	 	 	 	 	 
	Valuation : Replacement Cost/Agreed Amount
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Crime- Employee Dishonesty
	 	$	3,000,000	 	 	$50,000	 	9/30/06-9/30/07	 	Illinois National Insurance Company	 	006724477
	Money & Securities/Forgery/Computer Fraud
	 	$	3,000,000	 	 	$50,000	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Commercial Gen. Liability- Occurrence Form
	 	$	1M/10,000,000	 	 	N/A	 	9/30/06-9/30/07	 	Lexington Insurance Company	 	6791518
	Professional Liability- Claims Made- Retro Dates Vary
	 	$	1M/10,000,000	 	 	N/A	 	9/30/06-9/30/07	 	Lexington Insurance Company	 	6791518
	Employee Benefits Program Adm.- Claims Made
	 	$	1M/1,000,000	 	 	N/A	 	9/30/06-9/30/07	 	Lexington Insurance Company	 	6791518
	Automobile including Hired & Non Owned Automobile Liability
	 	$	1,000,000	 	 	N/A	 	9/30/06-9/30/07	 	Travelers Property Casualty Co. of America	 	TJCAP488D1969
	Hired Car Physical Damage
	 	$	50,000	 	 	$500/$500	 	9/30/06-9/30/07	 	Travelers Property Casualty Co. of America	 	TJCAP488D1969
	Umbrella- GL- Occurrence Form**
	 	$	25,000,000	 	 	Primary Limits listed above	 	9/30/06-9/30/07	 	Lexington Insurance Company	 	6791526
	Professional-Claims Made- Retro Dates Vary
	 	Included in above	 	N/A	 	 	 	 	 	 
	2nd Excess Umbrella
	 	$	10,000,000	 	 	Primary plus umbrella limits	 	9/30/06-9/30/07	 	Steadfast Insurance Company	 	HPC913972900
	Employment Practices Liability- Claims Made- Retro Dates Vary
	 	$	5,000,000	 	 	$150,000/$500,000***	 	9/30/06-9/30/07	 	Illinois National Insurance Company	 	6737953
	Private Directors & Officers/General Partnership- Claims Made
	 	$	10,000,000	 	 	$250,000/$100,000******	 	4/19/07-4/19/08	 	National Union Fire Insurance Company	 	TBD
	Primary Directors & Officers/General Partnership- Claims Made*****
	 	$	10,000,000	 	 	$500,000/$250,000****	 	6/8/06-4/19/13	 	National Union Fire Insurance Company	 	006724433
	Directors & Officers/General Partnership- 1st Layer- Claims Made*****
	 	$	10,000,000	 	 	Primary Limits	 	6/8/06-4/19/13	 	Allied World Assurance Company, Inc.	 	AW6294301
	Directors & Officers/General Partnership- 2nd Layer- Claims
Made*****
	 	$	10,000,000	 	 	Primary plus add’l layers	 	6/8/06-4/19/13	 	American Insurance Company	 	DOXG21661120002
	Directors & Officers/General Partnership- 3rd Layer-Claims Made*****
	 	$	5,000,000	 	 	Primary plus add’l layers	 	6/8/06-4/19/13	 	Axis Reinsurance Company	 	RCN714143012006
	Directors & Officers/General Partnership- 4th Layer- Claims
Made*****
	 	$	5,000,0000	 	 	Primary plus add’l layers	 	6/8/06-4/19/13	 	Illinois National Insurance Company	 	006724685
	Side A Management Liability
	 	$	5,000,000	 	 	Primary plus add’l layers	 	6/8/06-4/19/13	 	XL Specialty Insurance Co.	 	ELU09290006
	Pollution Liability- Claims Made
	 	$	5,000,0000	 	 	$100,000	 	9/30/05-9/30/08	 	American Int’l Specialty Lines Ins. Co.	 	PLC1959055
	Fiduciary Liability
	 	$	5,000,000	 	 	$10,000	 	9/30/06-9/30/07	 	Illinois National Insurance Company	 	6737962
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Workers Compensation- Large Deductible Policy
	 	 	1M/1M/1M	 	 	$250,000 SIR	 	9/30/06-9/30/07	 	St. Paul Travelers Insurance Company	 	TC2KUB488D2966
	Workers Compensation- Retro Policy for Arizona and Oregon
	 	 	1M/1M/1M	 	 	None	 	9/30/06-9/30/07	 	St. Paul Travelers Insurance Company	 	TRJUB488D1957








 




			
	*	 	Named Windstorm deductible is 5% in Florida and other hazardous areas 2%
	 
	**	 	Self Insured Retention applies when primary limits are exhausted
	 
	***	 	$150,000 on all claims except 3rd party at $500,000
	 
	****	 	$500,000 Securities Claims Each Loss/$250,000 All Other Claims Each Loss
	 
	*****	 	Public D & O policies went into run off effective date of private closing- 4/19/07
	 
	*******	 	$250,000 Securities Claims Each Loss/$100,000 All Other Claims Each Loss






 









 








Schedule 4.01




Local Counsel Jurisdictions




	 	 	 
	Jurisdiction	 	Contact Information
	 	 	 
	California
	 	Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036-8704

Attn: Steven R. Rutkovsky

Phone: 212-841-5782
	 	 	 
	Delaware
	 	Ropes & Gray LLP

1211 Avenue of the Americas

New York, NY 10036-8704

Attn: Steven R. Rutkovsky

Phone: 212-841-5782
	 	 	 
	Georgia
	 	Powell Goldstein LLP

One Atlantic Center

Fourteenth Floor

1201 West Peachtree Street, NW

Atlanta, GA 30309-3488

Attn: David M. Armitage, Esq.

Phone: 404-572-6675
	 	 	 
	Oklahoma
	 	Gable & Gotwals

1100 ONEOK Plaza

100 West 5th Street

Tulsa, OK 74103-4217

Attn: Jeffrey D. Hassell, Esq.

Phone: 918-595-4823
	 	 	 
	Tennessee
	 	Trauger & Tuke

The Southern Turf Building

222 Fourth Avenue North

Nashville, TN 37219-2117

Attn: Robert D. Tuke, Esq.

Phone: 615-256-8585
	 	 	 
	Texas
	 	Akin Gump Strauss Hauer & Feld LLP

1700 Pacific Avenue, Suite 4100

Dallas, TX 75201

Attn: Alan Laves

Phone: 214-969-2800







 









 








Schedule 6.01




Existing Indebtedness




	 	 	 	 	 
	NOTES PAYABLE
	 	 	 	 
	 
	 	 	 	 
	American Endoscopy Services, Inc,
	 	$	1,434,155.84	 
	Physicians Pavilion, L.P.
	 	 	450,424.61	 
	Northridge Surgery Center, L.P.
	 	 	112,564.13	 
	Decatur Surgery Center, L.P.
	 	 	815,546.75	 
	University Surgery Center, Ltd.
	 	 	1,952,581.29	 
	Tamarac Surgery Center, LLC
	 	 	98,637.15	 
	Desoto Surgicare Partners, Ltd.
	 	 	3,874.54	 
	Desoto Surgicare Partners, Ltd.
	 	 	905,820.30	 
	Metroplex Surgicare Partners, Ltd.
	 	 	189,840.61	 
	Arlington Surgicare Partners, Ltd.
	 	 	8,004.48	 
	Park Cities Surgery Center, L.P.
	 	 	8,936.87	 
	Shore Outpatient Surgicenter, L.L.C.
	 	 	447,016.11	 
	TOPS Specialty Hospital, Ltd.
	 	 	78,355.12	 
	Northwest Surgery Center, Ltd.
	 	 	210,139.49	 
	West Houston Ambulatory Surgical Associates, L.P.
	 	 	3,287,696.74	 
	Beaumont Surgical Affiliates, Ltd.
	 	 	338,862.44	 
	Willowbrook Ambulatory Surgery Center, LP
	 	 	2,604,000.00	 
	Warner Park Surgery Center, L.P.
	 	 	18,833.11	 
	Orthopedic and Surgical Specialty Company, LLC
	 	 	4,932,920.15	 
	Metro Surgery Center, L.P.
	 	 	255,343.28	 
	Doctors Outpatient Surgicenter, Ltd.
	 	 	478,706.75	 
	United Surgery Center — Southeast, Ltd.
	 	 	392,936.10	 
	East West Surgery Center, L.P.
	 	 	1,537,668.11	 
	New Mexico Orthopaedic Surgery Center, L.P.
	 	 	39,881.08	 
	San Gabriel Valley Surgical Center, L.P.
	 	 	173,550.63	 
	Central Virginia Surgi-Center, L.P.
	 	 	651,556.68	 
	The Center for Ambulatory Surgical Treatment, L.P.
	 	 	1,004,640.20	 






 









 






	 	 	 	 	 
	Specialists Surgery Center, L.L.C.
	 	 	45,138.54	 
	Austintown Surgery Center, LLC
	 	 	1,176,901.11	 
	Shoreline Surgery Center, LLP
	 	 	85,091.31	 
	The Surgery Center (LP)
	 	 	158,264.07	 
	Alamo Heights Surgicare, L.P.
	 	 	649,613.36	 
	San Antonio Endoscopy, L.P.
	 	 	763,000.13	 
	Reading Ambulatory Surgery Center, L.P.
	 	 	1,170,289.67	 
	Elmwood Park Same Day Surgery, L.L.C.
	 	 	112,771.83	 
	25 East Same Day Surgery, L.L.C.
	 	 	2,549.94	 
	North Shore Same Day Surgery, L.L.C.
	 	 	64,033.21	 
	Advanced Ambulatory Surgical Care, L.P.
	 	 	948,872.18	 
	Chesterfield Ambulatory Surgery Center, L.P.
	 	 	711,479.06	 
	Mid Rivers Ambulatory Surgery Center, L.P.
	 	 	839,398.74	 
	Olive Ambulatory Surgery Center, L.P.
	 	 	723,777.22	 
	Sunset Hills Ambulatory Surgery Center, L.P.
	 	 	791,284.13	 
	Riverside Ambulatory Surgery Center, L.P.
	 	 	1,114,727.33	 
	Manchester Ambulatory Surgery Center, L.P.
	 	 	1,864,012.52	 
	Mason Ridge Ambulatory Surgery Center, L.P.
	 	 	2,279,437.63	 
	Webster Ambulatory Surgery Center, L.P.
	 	 	2,412,321.11	 
	Court Street Surgery Center, LP
	 	 	97,451.38	 
	Redding Surgery Center, L.P.
	 	 	223,856.57	 
	KSF Orthopaedic Surgery Center, LLP
	 	 	461,077	 
	CAPITAL LEASES
	 	 	 	 
	USP Texas, L.P.
	 	$	46,996.48	 
	American Endoscopy Services, Inc
	 	 	72.55	 
	Physicians Pavilion, L.P.
	 	 	4,446,097.17	 
	Northridge Surgery Center, L.P.
	 	 	134,541.07	 
	Creekwood Surgery Center, L.P.
	 	 	371,629.86	 
	Decatur Surgery Center, L.P.
	 	 	38,967.60	 
	Tamarac Surgery Center, LLC
	 	 	108,857.29	 
	Day-Op Surgery Consulting Company, LLC
	 	 	4,100,000.00	 
	Desoto Surgicare Partners, Ltd.
	 	 	140,504.36	 
	Arlington Surgicare Partners, Ltd.
	 	 	3,725,829.26	 






 









 






	 	 	 	 	 
	Park Cities Surgery Center, L.P.
	 	 	5,611,979.41	 
	Rockwall Ambulatory Surgery Center, L.P.
	 	 	1,495,385.05	 
	Shore Outpatient Surgicenter, L.L.C.
	 	 	86,410.76	 
	TOPS Specialty Hospital, Ltd.
	 	 	568,306.20	 
	Northwest Surgery Center, Ltd.
	 	 	57,316.19	 
	West Houston Ambulatory Surgical Associates, L.P.
	 	 	102,820.35	 
	Victoria Ambulatory Surgery Center, L.P.
	 	 	81,090.80	 
	Warner Park Surgery Center, L.P.
	 	 	537,161.63	 
	Orthopedic and Surgical Specialty Company, LLC
	 	 	11,567,857.93	 
	Metro Surgery Center, L.P.
	 	 	196,754.77	 
	Doctors Outpatient Surgicenter, Ltd.
	 	 	42,390.87	 
	United Surgery Center — Southeast, Ltd.
	 	 	49,106.67	 
	San Gabriel Valley Surgical Center, L.P.
	 	 	20,372.58	 
	Central Virginia Surgi-Center, L.P.
	 	 	499,916.77	 
	Specialists Surgery Center, L.L.C.
	 	 	183,196.19	 
	Austintown Surgery Center, LLC
	 	 	59,944.42	 
	The Surgery Center (LP)
	 	 	87,203.75	 
	USP Houston, Inc
	 	 	1,686,917.26	 
	Pacific Endo-Surgical Center, L.P.
	 	 	402,517.32	 
	River North Same Day Surgery, L.L.C.
	 	 	321,770.08	 
	Elmwood Park Same Day Surgery, L.L.C.
	 	 	66,634.46	 
	25 East Same Day Surgery, L.L.C.
	 	 	412,967.61	 
	North Shore Same Day Surgery, L.L.C.
	 	 	223,344.37	 
	Advanced Ambulatory Surgical Care, L.P.
	 	 	46,978.20	 
	Chesterfield Ambulatory Surgery Center, L.P.
	 	 	15,855.80	 
	The Ambulatory Surgical Center of St. Louis, LP
	 	 	1,497,386.70	 
	Surgery Center of Columbia, L.P.
	 	 	1,586,538.54	 
	Riverside Ambulatory Surgery Center, L.P.
	 	 	226,078.64	 
	Chico Surgery Center, L.P.
	 	 	42,499.65	 
	Court Street Surgery Center, LP
	 	 	102,735.51	 
	Redding Surgery Center, L.P.
	 	 	1,164,835.16	 
	Templeton Surgery Center, LLC
	 	 	2,906,804.13	 







 











 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Guaranteed Party	 	 
	Center Name	 	Borrower	 	Gty Amt	 	(Lender)	 	Guarantor
	Destin

	 	Destin Surgery Center Ltd.
	 	 	301,333	 	 	Colonial Bank (Now

First national)
	 	United Surgical
Partners
International, Inc.
	Desert Ridge

	 	Desert Ridge Outpatient Surgery, LLC
	 	 	1,700,000	 	 	Bank of America
	 	United Surgical
Partners
International, Inc.
	Manitowoc

	 	Manitowoc Surgery Center, L.L.C.
	 	 	494,824	 	 	CIT Healthcare, LLC
	 	United Surgical
Partners
International, Inc.
	St. Mary’s — Richmond

	 	St. Mary’s Ambulatory Surgery Center, LLC
	 	 	583,275	 	 	Citicorp Leasing, Inc.
	 	United Surgical
Partners
International, Inc.
	Memorial Hermann 

Southwest

	 	Memorial Hermann Surgery Center Southwest, L.L.P.
	 	 	1,800,000	 	 	Citicorp Leasing, Inc.
	 	United Surgical
Partners
International, Inc.
	Memorial Hermann —
Sugarland

	 	Memorial Hermann Surgery Center Sugarland, L.L.P.
	 	 	180,000	 	 	CIT Healthcare, LLC
	 	United Surgical
Partners
International, Inc.
	Irving-Coppell (DFW)

	 	Irving-Coppell Surgical Hospital, LLP
	 	 	36,731	 	 	HPSC, Inc.
	 	United Surgical
Partners
International, Inc.
	Las Cruces

	 	Las Cruces Surgical Center, LLC
	 	 	878,331	 	 	State National Bank
	 	United Surgical
Partners
International, Inc.
	L.A. — San Gabriel ASC

	 	San Gabriel Ambulatory Surgery Center, LP
	 	 	1,011,485	 	 	CIT Group
	 	United Surgical
Partners
International, Inc.
	St. John’s — Oxnard, Ca.

	 	St. John’s Outpatient Surgery Center, L.P.
	 	 	1,921,781	 	 	Citicorp Vendor
Finance, Inc.
	 	United Surgical
Partners
International, Inc.
	Liberty Surgery Center

	 	Liberty Ambulatory Surgery Center, LLC
	 	 	373,711	 	 	Commerce Bank
	 	United Surgical
Partners
International, Inc.
	OCOMS

	 	Oklahoma Ctr. For Orthopaedic and Multi-Spclty
Surgery, LLC
	 	 	700,000	 	 	MidFirst Bank
	 	USP Oklahoma, Inc.
	Baton Rouge

	 	Greater Baton Rouge Surgical Hospital, LLC
	 	 	1,266,301	 	 	CIT Group
	 	United Surgical
Partners
International, Inc.
	Richmond ASC Leasing CO.

	 	Richmond ASC Leasing Company, LLC
	 	 	1,010,000	 	 	Citicorp Vendor
Finance, Inc.
	 	United Surgical
Partners
International, Inc.
	Richmond

	 	Memorial Ambulatory Surgery, LLC
	 	 	312,500	 	 	Citicorp Vendor
Finance, Inc.
	 	United Surgical
Partners
International, Inc.
	Alexandria RE

	 	Alexandria Surgery Center Real Estate, L.L.C.
	 	 	2,810,000	 	 	CIT Group
	 	USP Domestic
Holdings, Inc.
	Lyndhurst

	 	Zeeba Surgery Center, LP
	 	 	837,600	 	 	DVI Financial Services
Inc.
	 	United Surgical
Partners
International, Inc.






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Guaranteed Party	 	 
	Center Name	 	Borrower	 	Gty Amt	 	(Lender)	 	Guarantor
	NE Ohio (SURGIS)

	 	Northeast Ohio Surgery Center, LLC
	 	 	200,000	 	 	Key Bank
	 	Surgery Centers of
America II, LLC
	NE Ohio (SURGIS)

	 	Northeast Ohio Surgery Center, LLC
	 	 	43,750	 	 	Marcap Corporation
	 	Surgery Centers of
America II, LLC
	Canfield (SURGIS)

	 	Surgery Center of Canfield, LLC
	 	 	331,000	 	 	First National
	 	Surgery Centers of
America II, LLC
	Canfield (SURGIS)

	 	Surgery Center of Canfield, LLC
	 	 	250,000	 	 	First National
	 	Surgery Centers of
America II, LLC
	Gilbert (SURGIS)

	 	Surgery Center of Gilbert, LLC
	 	 	324,000	 	 	Marcap
	 	Surgery Centers of
America II, LLC
	Gulf Coast (SURGIS)

	 	New Gulf Coast Surgery Center, LLC
	 	 	350,000	 	 	Union Planters
	 	Surginet, Inc.
	New Horizons (SURGIS)

	 	New Horizons Surgery Center, LLC
	 	 	113,213	 	 	Fahey WC
	 	Surgery Centers of
America II, LLC
	New Horizons (SURGIS)

	 	New Horizons Surgery Center, LLC
	 	 	160,185	 	 	Fahey WC
	 	Surgery Centers of
America II, LLC
	Orlando (SURGIS)

	 	Orlando Opthamology Surgery Center, LLC
	 	 	33,116	 	 	Wachovia TI
	 	ISS Orlando, LLC
	Tri Cities (SURGIS)

	 	Surgery Center at Tri-City Orthopaedic Clinic, LLC
	 	 	33,585	 	 	Citicorp LOC
	 	Surginet, Inc.
	Idaho (SURGIS)

	 	Idaho Surgery Center, LLC
	 	 	245,831	 	 	Citicorp Vendor
Finance, Inc.
	 	Surginet, Inc.
	Peoria (SURGIS)

	 	Surgery Center of Peoria, LLC
	 	 	951,401	 	 	Wells Fargo
	 	Surgery Centers of
America II, LLC
	Scottsdale (SURGIS)

	 	Surgery Center of Scottsdale
	 	 	209,000	 	 	DVI
	 	Surgery Centers of
America II, LLC
	Scottsdale (SURGIS)

	 	Surgery Center of Scottsdale
	 	 	181,481	 	 	Wells Fargo
	 	Surgery Centers of
America II, LLC
	Redmond (SURGIS)

	 	Redmond Surgery Center, LLC
	 	 	2,130,996	 	 	Marcap
	 	Surginet, Inc.
	Northside-Cherokee/USP

	 	Surgicoe Corporation, Surgicoe RE, LLC,
The Surgery Center of Georgia, LLC.
	 	 	4,306,476	 	 	AMRESCO Commercial
Finance, Inc.
	 	United Surgical
Partners
International, Inc.
	Bagley Holdings, LLC

	 	Bagley Holdings, LLC
	 	 	959,846	 	 	U.S. Bank National
Association
	 	United Surgical
Partners
International, Inc.
	Bagley Holdings, LLC

	 	Bagley Holdings, LLC
	 	 	253,301	 	 	Dollar Bank, Federal

Savings Bank
	 	United Surgical
Partners
International, Inc.






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Guaranteed Party	 	 
	Center Name	 	Borrower	 	Gty Amt	 	(Lender)	 	Guarantor
	Bagley Holdings, LLC

	 	Bagley Holdings, LLC
	 	 	66,386	 	 	U.S. Bank National
Association
	 	United Surgical
Partners
International, Inc.





Indebtedness outstanding on the Effective Date under the U.K. Facility.





 











 







Schedule 6.02




Existing Liens




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25 East Same Day
Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	US Bancorp
	 	Leased equipment
	 	06/17/2004
	 	8810761	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25 East Same Day
Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Alcon Laboratories,
Inc.
	 	Specific equipment
	 	04/29/2005
	 	9780467	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25 East Same Day
Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	American Express
Business Finance
Corporation
	 	Leased equipment
	 	05/31/2005
	 	9876723	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	Key Equipment Finance
Inc.
	 	 	 	 	 	 	 	07/11/2005
	 	8770067
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	(this is amended name)	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25 East Same Day
Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	05/24/2005
	 	9860746	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25 East Same Day
Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	08/25/2005
	 	10077443	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	25 East Same Day
Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	CT Healthcare LLC
	 	Specific equipment
	 	09/29/2006
	 	11388930	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Advanced Ambulatory
Surgical Care, L.P.
	 	Missouri SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	All assets
	 	01/31/2006
	 	20060012012F	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Advanced Ambulatory
Surgical Care, L.P.
	 	Missouri SOS
	 	UCC-1
	 	Cardinal Health
	 	All assets
	 	03/15/2006
	 	20060028522J	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Alamo Heights
Surgicare, L.P.
	 	Texas SOS
	 	UCC-1
	 	The Frost National
Bank
	 	All equipment and
furniture
	 	12/29/2004
	 	04-0092900579	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Alamo Heights
Surgicare, L.P.
	 	Texas SOS
	 	UCC-1
	 	Alcon Laboratories,
Inc.
	 	Specific equipment
	 	09/12/2005
	 	05-0028364967	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arlington Surgicare
Partners LTD
	 	Texas SOS
	 	UCC-1
	 	HPSC, Inc.
	 	Specific equipment
	 	08/30/2002
	 	02-0042583842	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Arlington Surgicare
Partners, LTD.
	 	Texas SOS
	 	UCC-1
	 	HPSC, Inc.
	 	Specific equipment
	 	03/18/2003
	 	03-0020930421	 	 	 	 






 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARLINGTON SURGICARE
PARTNERS, LTD.
	 	Texas SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	11/30/2004
	 	04-0089811425	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARLINGTON SURGICARE
PARTNERS, LTD.
	 	Texas SOS
	 	UCC-1
	 	De Lage Landen
Financial Services,
Inc.
	 	Specific equipment
	 	10/05/2005
	 	05-0031013326	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARLINGTON SURGICARE
PARTNERS, LTD.
	 	Texas SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	09/19/2006
	 	06-0031281415	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Austintown Surgery
Center, LLC
	 	Ohio SOS
	 	UCC-1
	 	James Conti
	 	All furniture,
fixtures,
machinery,
equipment, etc.
	 	05/10/2002
	 	OH00049139404	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Austintown Surgery
Center, LLC
	 	Ohio SOS
	 	UCC-1
	 	Alcon Laboratories,
Inc.
	 	Specific equipment
	 	09/10/2003
	 	OH00068321000	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Austintown Surgery
Center, LLC
	 	Ohio SOS
	 	UCC-1
	 	Alcon Laboratories,
Inc.
	 	Specific equipment
	 	08/27/2004
	 	OH00080973744	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Austintown Surgery
Center, LLC
	 	Ohio SOS
	 	UCC-1
	 	USBancorp
	 	Specific equipment
	 	12/29/2006
	 	OH00110429748	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Austintown Surgery
Center, LLC
	 	Ohio SOS
	 	UCC-1
	 	USBancorp
	 	Specific equipment
	 	01/30/2007
	 	OH00111426612	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Specific equipment
	 	02/14/2003
	 	03-0017431504	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Specific equipment
	 	02/14/2003
	 	03-0017431726	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Leased equipment
	 	02/14/2003
	 	03-0017431837	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Leased equipment
	 	02/18/2003
	 	03-0017643044	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Leased equipment
	 	02/18/2003
	 	03-0017643377	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Leased equipment
	 	02/18/2003
	 	03-0017643488	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Specific equipment,
leased equipment
	 	02/18/2003
	 	03-0017643600	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Leased equipment
	 	02/18/2003
	 	03-0017643711	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Specific equipment
	 	02/18/2003
	 	03-0017644843	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Specific equipment
	 	02/18/2003
	 	03-0017644954	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Karl Storz Endoscopy
America, Inc
	 	Specific equipment
	 	02/14/2005
	 	05-0004872733	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates LTD
	 	Texas SOS
	 	UCC-1
	 	Wachovia Bank
	 	All assets
	 	06/14/2005
	 	05-0018591281	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Beaumont Surgical
Affiliates, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Wachovia Bank
National Association
	 	Specific equipment
	 	02/15/2006
	 	06-0005216979	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Central Virginia
Surgi-Center, L.P.
	 	Virginia State
Corporation
Commission
	 	UCC-1
	 	General Electric
Capital Corporation
	 	All assets
	 	02/07/2003
	 	0302077162-3	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Central Virginia
Surgi-Center, L.P.
	 	Virginia State
Corporation
Commission
	 	UCC-1
	 	Stryker Capital
	 	Specific equipment
	 	03/19/2004
	 	0403197304-4	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Central Virginia
Surgi-Center, L.P.
	 	Virginia State
Corporation
Commission
	 	UCC-1
	 	Smith & Nephew Capital
	 	Leased equipment
	 	06/01/2004
	 	0406017508-5	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Central Virginia
Surgi-Center LP
	 	Virginia State
Corporation
Commission
	 	UCC-1
	 	US Bancorp
	 	Leased equipment
	 	06/18/2004
	 	0406187034-5	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Central Virginia
Surgi-Center LP
	 	Virginia State
Corporation
Commission
	 	UCC-1

	 	Olympus America, Inc.
	 	Specific equipment
	 	07/12/2004
	 	0407127181-6
	 	
	 	
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Adds collateral
	 	 	 	 	 	 	 	 	 	08/06/2004
	 	0408067070-0

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Central Virginia
Surgi-Center LP
	 	Virginia State
Corporation
Commission
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	10/05/2004
	 	0410057063-8	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Central Virginia
Surgi-Center, L.P.
	 	Virginia State
Corporation
Commission
	 	UCC-1
	 	First-Citizens Bank &
Trust Company
	 	Specific equipment
	 	06/22/2006
	 	0606227223-9	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Central Virginia
Surgi-Center, L.P.
	 	Virginia State
Corporation
Commission
	 	UCC-1
	 	Smith & Nephew Capital
	 	Leased equipment
	 	10/04/2006
	 	0610047284-8	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Chesterfield
Ambulatory Surgery
Center, L.P.
	 	Missouri SOS
	 	UCC-1
	 	Cardinal Health
	 	All goods,
equipment,
inventory, accounts
and general
intangibles
	 	03/29/2006
	 	20060033913J	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Chico Surgery
Center, L.P.
	 	California SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	12/14/2006
	 	06-7095593660	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Coast Surgery
Center, L.P.
	 	California SOS
	 	UCC-1
	 	Smith & Nephew Finance
	 	Specific equipment
	 	12/09/2005
	 	05-7051626123	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Creekwood Surgery
Center, L.P.
	 	Missouri SOS
	 	UCC-1
	 	Sovereign Bank
Network Capital
Alliance Division
	 	Specific equipment
	 	10/01/2002
	 	20020108815J	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Creekwood Surgery
Center, L.P.
	 	Missouri SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	02/24/2006
	 	20060020687B	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Creekwood Surgery
Center, L.P.
	 	Missouri SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	11/17/2006
	 	20060124689K
	 	
	 	
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Restates collateral

	 	 	 	 	 	 	 	 	11/21/2006
	 	20060125708B

	 	 	 	 	 	 	 	 	 	 	 	 
	
Decatur Surgery
Center, L.P.
	 	Delaware SOS
	 	
UCC-1
	 	
Hitachi Capital
America Corp.
	 	Specific equipment
	 	08/23/2005
	 	52683416	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Decatur Surgery
Center, L.P.
	 	Delaware SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	01/23/2006
	 	60257915	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Decatur Surgery
Center, L.P.
	 	Delaware SOS
	 	UCC-1
	 	Hitachi Capital
America Corp.
	 	Specific equipment
	 	03/10/2006
	 	60839779	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Decatur Surgery
Center, L.P.
	 	Delaware SOS
	 	UCC-1
	 	Hitachi Capital
America Corp.
	 	Specific equipment
	 	03/10/2006
	 	60839787	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1 


Assignment 


Adds RA9 info 


Continuation
	 	Fleet Bank, N.A. as
Agent 


First Trust National
Association 


(this is the assignee)
	 	Specific equipment
	 	04/15/1997
	 	072555
	 	

07/01/1997 


02/22/2002 


02/22/2002
	 	

683747 


02-00201420 


02-00201435






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd
	 	Texas SOS
	 	UCC-1 


Continuation
	 	First Trust National
Associatio as
Custodian or Trustee 


[sic]
	 	Specific equipment
	 	07/02/1997
	 	154212
	 	

05/24/2002
	 	

02-00312410
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd
	 	Texas SOS
	 	UCC-1 


Adds RA9 info 


Continuation
	 	First Trust National
Association, as
Custodian or Trustee
	 	Specific equipment
	 	08/01/1997
	 	168596
	 	

06/07/2002 



06/07/2002
	 	

02-00327666 



02-00327668
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd and
North Texas Surgery
Center
	 	Texas SOS
	 	UCC-1 


Adds RA9 info 


Continuation
	 	First Trust National
Association, as
Custodian or Trustee
	 	Specific equipment
	 	11/01/1997
	 	237416
	 	

07/30/2002 



07/30/2002
	 	

02-00387121 



02-00387123
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1 


Adds RA9 info 


Continuation
	 	First Trust National
Association, as
Custodian or Trustee
	 	Specific equipment
	 	02/17/1998
	 	032382
	 	

08/08/2002 



08/20/2002
	 	

02-00398457 



02-00412428
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1 


Adds RA9 info 


Continuation
	 	US Bank Trust N.A. as
Custodian or Trustee
	 	Specific equipment
	 	06/23/1998
	 	98-127960
	 	

10/22/2002 



12/27/2002
	 	

03-00056575 



03-00119937
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd
	 	Texas SOS
	 	UCC-1 


Adds RA9 info 


Continuation
	 	DVI Financial
Services Inc
	 	Specific equipment
	 	06/26/1998
	 	98-129194
	 	

08/19/2002 



01/03/2003
	 	

02-00410269 



03-00126634
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1 


Adds RA9 info 


Continuation
	 	US Bank Trust N.A. as
Custodian or Trustee
	 	Specific equipment
	 	07/20/1998
	 	98-147387
	 	

10/22/2002 



01/24/2003
	 	

03-00056572 



03-00149980






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1
	 	US Bank, N.A. as
Custodian or Trustee
	 	Specific equipment
	 	10/02/2002
	 	03-0003453503	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1
	 	US Bank, N.A. as
Custodian or Trustee
	 	Specific equipment
	 	10/02/2002
	 	03-0003453614	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Baxter Healthcare
Corporation
	 	Leased equipment
	 	03/24/2003
	 	03-0021736527	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd
	 	Texas SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	11/16/2004
	 	04-0088516345	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1
	 	The CIT Group/Equipment
Financing,
Inc.
	 	Specific equipment
	 	12/22/2005
	 	05-0039006356	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Desoto Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1
	 	FPC Funding II, LLC
	 	Leased equipment
	 	07/05/2006
	 	06-0022697961	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Doctors Outpatient
Surgicenter, Ltd
	 	Texas SOS
	 	UCC-1 


Continuation
	 	Alcon Laboritories 


[sic]
	 	Specific equipment
	 	09/14/2001
	 	02-0003285858
	 	

06/01/2006
	 	

06-00185690
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Doctors Outpatient
Surgicenter, Ltd.
	 	Texas SOS
	 	UCC-1 


Assignment 


Continuation 


Assignment
	 	Leasing Associates of
Barrington, Inc. 





Leasing Associates of
Barrington, Inc. 


(this is the assignee)
	 	Leased equipment
	 	12/27/2001
	 	02-0014005537
	 	

02/19/2002 


06/27/2006 


10/30/2006
	 	

02-00196852 


06-00218140 


06-00359379
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Doctors Outpatient
Surgicenter, LTD.
	 	Texas SOS
	 	UCC-1
	 	MedCash Financial
Services, LLC
	 	All accounts
purchased by the
secured party
	 	06/06/2002
	 	02-0032622643	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Doctors Outpatient
Surgicenter, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	07/25/2002
	 	02-0038442790	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Doctors Outpatient
Surgicenter, LTD
	 	Texas SOS
	 	UCC-1 


Assignment
	 	Smith & Nephew Finance
DVI Strategic Partner
Group, a division of
DVI Financial
Services Inc.
(this is the assignee)
	 	Leased equipment
	 	10/11/2002
	 	03-0004547497
	 	

12/27/2002
	 	

03-00123466






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Doctors Outpatient
Surgicenter, Ltd.
	 	Texas SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Leased equipment
	 	10/15/2002
	 	03-0004885129	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Doctors Outpatient
Surgicenter, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Leasing Associates of
Barrington, Inc.
	 	Leased equipment
	 	10/28/2002
	 	03-0006294337	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Doctors Outpatient
Surgicenter, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Alcon Laboratories
	 	Specific equipment
	 	08/10/2004
	 	04-0077929149	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Doctors Outpatient
Surgicenter, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Specific equipment
	 	02/21/2006
	 	06-0005807783	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	East West Surgery
Center, L.P.
	 	Georgia, Cobb County
	 	UCC-1
	 	OrthoLink Physicians
Corporation
	 	All assets
	 	08/05/2002
	 	033200208567	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	East West Surgery
Center, L.P.
	 	Georgia, Cobb County
	 	UCC-1
	 	OrthoLink Physicians
Corporation
	 	All assets
	 	08/05/2002
	 	033200208568	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	East West Surgery
Center, L.P.
	 	Georgia, Cobb County
	 	UCC-1
	 	Fleet Capital Leasing
Healthcare Finance, a
division of Fleet
Business Credit, LLC
	 	Leased equipment
	 	07/16/2003
	 	033200306834	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	East West Surgery
Center, L.P.
	 	Georgia, Cobb County
	 	UCC-1
	 	SunTrust Bank
	 	All assets
	 	04/18/2006
	 	0332006-02788	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	East West Surgery
Center, L.P.
	 	Georgia, Cobb County
	 	UCC-1
	 	SunTrust Bank
	 	All assets
	 	04/19/2006
	 	0332006-02818	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Elmwood Park Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1 


Continuation
	 	BankOne, N.A
successor to American
National Bank and
Trust Company of
Chicago
	 	All assets
	 	02/18/1999
	 	3991109
	 	

08/27/2003
	 	

7479697
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Elmwood Park Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	08/08/2005
	 	10077427	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Elmwood Park Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Smith & Nephew Capital
	 	Leased equipment
	 	01/13/2006
	 	10556503	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Elmwood Park Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Alcon Laboratories,
Inc.
	 	Specific equipment
	 	07/13/2006
	 	11147453	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Elmwood Park Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Smith & Nephew Capital
	 	Leased equipment
	 	12/18/2005
	 	11632157	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mason Ridge Surgery
Center, L.P.
	 	Missouri SOS
	 	UCC-1 


Amends debtor name
	 	Midwest BankCentre
	 	All inventory,
chattel paper etc.
	 	02/15/2006
	 	20060017592C
	 	

12/08/2006
	 	

20060131564K
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mason Ridge
Ambulatory Surgery
Center, L.P.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(this is the
amended name)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Metro Surgery
Center, L.P.
	 	Delaware SOS
	 	UCC-1
	 	Marcap Corporation
	 	Specific equipment
	 	03/08/2007
	 	20070885110	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Metro Surgery
Center, LP
	 	Delaware SOS
	 	UCC-1
	 	The Fifth Third
Leasing Company
	 	Leased equipment
	 	05/17/2005
	 	51513390	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Metroplex Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1 




Continuation
	 	Citicorp Vendor
Finance, Inc.
	 	Specific equipment
	 	11/26/2001
	 	02-0010836050
	 	



06/16/2006
	 	



06-00205725
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Metroplex Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Baxter Healthcare
Corporation
	 	Leased equipment
	 	02/28/2003
	 	03-0018807360	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Metroplex Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Baxter Healthcare
Corporation
	 	Leased equipment
	 	03/19/2003
	 	03-0021084604	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Metroplex Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Baxter Healthcare
Corporation
	 	Leased equipment
	 	03/24/2003
	 	03-0021736305	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Metroplex Surgicare
Partners, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Leased equipment
	 	04/09/2003
	 	03-0023784663	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mid Rivers
Ambulatory Surgery
Center, L.P.
	 	Missouri SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	All assets
	 	01/31/2006
	 	20060012141J	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mid Rivers
Ambulatory Surgery
Center, L.P.
	 	Missouri SOS
	 	UCC-1
	 	Cardinal Health
	 	All goods,
equipment,
inventory, accounts
and general
intangibles
	 	03/15/2006
	 	20060028518C	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	New Mexico
Orthopaedic Surgery
Center, L.P.
	 	Georgia, Barrow
County
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Leased equipment
	 	10/01/2004
	 	007-2004-013176	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Shore Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1 




Continuation
	 	American National
Bank and Trust
Company of Chicago
	 	All assets
	 	08/01/1997
	 	3723559
	 	



07/15/2002
	 	



5555337






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Shore Same
Day Surgery Center,
L.L.C.
	 	Illinois SOS
	 	UCC-1 




Continuation 




Amends debtor info
	 	American National
Bank and Trust
Company of Chicago
	 	All assets
	 	07/09/1999
	 	4063575
	 	



01/16/2004 




02/18/2004
	 	



8114528 




8254001
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Shore Same
Day Surgery, L.L.C. 




(this is the
amended name)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Shore Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Alcon Laboratories,
Inc.
	 	Specific equipment
	 	03/16/2005
	 	9629998	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Shore Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	12/30/2005
	 	10512441	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Shore Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	CIT Healthcare LLC
	 	Specific equipment
	 	02/10/2006
	 	10647029	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Shore Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Smith & Nephew Finance
	 	Leased equipment
	 	09/14/2006
	 	11339018	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Shore Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1 




Assignment
	 	Smith & Nephew Finance
M&I Marshall & IIsley
Bank
[sic]
(this is the assignee)
	 	Specific equipment
	 	02/05/2007
	 	11779786
	 	



02/28/2007
	 	



8859661
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	North Shore Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Smith & Nephew Finance
	 	Leased equipment
	 	01/02/2007
	 	11676928	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northridge Surgery
Center, LP
	 	Tennessee SOS
	 	UCC-1
	 	The Fifth Third
Leasing Company
	 	Leased equipment
	 	10/08/2003
	 	203-054464	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northridge Surgery
Center, LP
	 	Tennessee SOS
	 	UCC-1
	 	The Fifth Third
Leasing Company
	 	Leased equipment
	 	06/21/2004
	 	304-040200	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northridge Surgery
Center, LP
	 	Tennessee SOS
	 	UCC-1
	 	The Fifth Third
Leasing Company
	 	Leased equipment
	 	02/05/2005
	 	105-004160	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northridge Surgery
Center, L.P.
	 	Tennessee SOS
	 	UCC-1
	 	Citicorp Leasing, Inc
	 	All assets, etc.
	 	02/09/2007
	 	107-006259	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northwest Surgery
Center, Ltd.
	 	Texas SOS
	 	UCC-1 




Amends debtor
address 




Continuation
	 	Marcap Corporation
	 	All equipment
	 	11/01/1997
	 	232011
	 	



08/23/1999 






06/01/2002
	 	



99-733006 






02-0032445
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northwest Surgery
Center, Ltd
	 	Texas SOS
	 	UCC-1
	 	US Bank as Custodian
or Trustee
	 	Specific equipment
	 	12/31/2002
	 	03-0012462058	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northwest Surgery
Center, Ltd.
	 	Texas SOS
	 	UCC-1
	 	DVI Strategic Partner
Group, A Division of
DVI Financial
Services Inc.
and
US Bank as Custodian
or Trustee
	 	Specific equipment
	 	07/01/2003
	 	03-0033131872	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northwest Surgery
Center, Ltd
	 	Texas SOS
	 	UCC-1
	 	Wells Fargo Financial
Leasing, Inc.
	 	Leased equipment
	 	10/04/2004
	 	04-0085100189	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northwest Surgery
Center, Ltd
	 	Texas SOS
	 	UCC-1
	 	Republic National Bank
	 	All equipment
	 	10/15/2004
	 	04-0085277225	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northwest Surgery
Center, Ltd
	 	Texas SOS
	 	UCC-1
	 	Fifth Third Bank, N.A.
	 	All assets
	 	08/26/2005
	 	05-0026838880	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northwest Surgery
Center Ltd
	 	Texas SOS
	 	UCC-1
	 	Sound Surgical
Technologies LLC
	 	Leased equipment
	 	10/27/2005
	 	05-0033462578	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Northwest Surgery
Center, LLP
	 	Texas SOS
	 	UCC-1
	 	MarCap Corporation
	 	All personal
property and fixtures
	 	01/03/2007
	 	07-0000232539	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[this is not a
similar name
because the address
matches the chief
executive office]
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Olive Ambulatory
Surgery Center,
L.P.
	 	Missouri SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	All assets
	 	01/31/2006
	 	20060012124K	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Olive Ambulatory
Surgery Center,
L.P.
	 	Missouri SOS
	 	UCC-1
	 	Cardinal Health
	 	All goods,
equipment,
inventory, accounts
and general
intangibles
	 	03/15/2006
	 	20060028512H	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 
	 
	Orthopedic and
Surgical Specialty
Company, LLC
	 	Arizona SOS
	 	UCC-1
	 	Wells Fargo Financial
Leasing, Inc.
	 	Leased equipment
	 	04/09/2004
	 	200413103818	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Orthopedic and
Surgical Specialty
Company, LLC
	 	Arizona SOS
	 	UCC-1
	 	Wells Fargo Financial
Leasing, Inc.
	 	Leased equipment
	 	05/18/2004
	 	200413142235	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Orthopedic and
Surgical Specialty
Company, LLC
	 	Arizona SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Leased equipment
	 	05/13/2004
	 	200413146526	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Orthopedic and
Surgical Specialty
Company, LLC
	 	Arizona SOS
	 	UCC-1
	 	Wells Fargo Financial
Leasing, Inc.
	 	Leased equipment
	 	06/07/2004
	 	200413170706	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Orthopedic and
Surgical Specialty
Company, LLC
	 	Arizona SOS
	 	UCC-1
	 	Smith & Nephew Finance
	 	Leased equipment
	 	04/19/2006
	 	200614176606	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Torrance Endoscopy
Center, a
California Limited
Partnership  




Pacific
Endo-Surgical
Center, L.P. 




(this is the
amended name)
	 	California SOS
	 	UCC-1 






Amends debtor name 




Continuation
	 	Citicorp Vendor
Finance, Inc.
	 	Leased equipment
	 	03/18/2002
	 	0207860365
	 	





08/16/2005 




01/30/2007
	 	





05-70378458 




07-71007343
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pacific
Endo-Surgical
Center, L.P.
	 	California SOS
	 	UCC-3 Amendment 




Amends secured
party name &
address
	 	Citicorp Vendor
Finance Inc. 






(this is the amended
version without
comma)
	 	Leased equipment
	 	03/18/2002
	 	0207860365
	 	03/02/2007
	 	07-71047025
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pacific
Endo-Surgical
Center, L.P.
	 	California SOS
	 	UCC-1
	 	The CIT Group/Equipment
Financing,
Inc.
	 	Specific equipment
	 	11/15/2004
	 	04-7006006770	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Park Cities Surgery
Center, L.P.
	 	Texas SOS
	 	UCC-1 




Restates collateral
	 	General Electric
Capital Corporation
	 	All assets
[restated by
amendment]
	 	06/09/2003
	 	03-0030488894
	 	12/17/2004
	 	04-00916953






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Park Cities Surgery
Center, L.P.
	 	Texas SOS
	 	UCC-1 




Assignment
	 	Leasing Associates of
Barrington, Inc.
	 	Specific equipment
	 	09/18/2003
	 	04-0042198674
	 	



10/24/2003
	 	



04-00458992
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Park Cities Surgery
Center, LP.
	 	Texas SOS
	 	UCC-1
	 	Park Cities Bank
	 	Specific equipment
	 	12/31/2004
	 	04-0093321385	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Reading Ambulatory
Surgery Center,
L.P.
	 	Pennsylvania SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Specific equipment
	 	08/12/2005
	 	2005081600900	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Redding Surgery
Center, LP
	 	Tennessee SOS
	 	UCC-1
	 	Fifth Third Bank,
(Tennessee)
	 	Specific equipment
	 	10/26/2004
	 	204-042268	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Redding Surgery
Center, L.P.
	 	Tennessee SOS
	 	UCC-1
	 	Fifth Third Bank, N.A.
	 	Specific equipment
	 	01/03/2006
	 	106-200524	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	River North Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Smith & Nephew Capital
	 	Leased equipment
	 	12/06/2004
	 	9326790	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	River North Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	08/08/2005
	 	10077451	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	River North Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Smith & Nephew Capital
	 	Leased equipment
	 	05/12/2006
	 	10954584	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	River North Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	USBancorp
	 	Specific equipment
	 	09/19/2006
	 	11351700	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	River North Same
Day Surgery, L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Smith & Nephew Capital
	 	Leased equipment
	 	11/14/2006
	 	11530990	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	San Antonio
Endoscopy Center,
L.P.
	 	Texas SOS
	 	UCC-1

	 	MarCap Corporation
	 	Leased equipment
	 	04/28/2003
	 	03-0025885394

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	San Antonio
Endoscopy, L.P.	 	 	 	Amends debtor name		 	 	 	 	 	 	 	 	03/10/2006
	 	06-00079253
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(this is the
amended name)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	San Antonio
Endoscopy Center,
L.P.
	 	Texas SOS
	 	UCC-1 




Deletes certain
collateral
	 	MarCap Corporation
	 	Leased equipment
	 	05/01/2003
	 	03-0026244435
	 	



05/29/2003



	 	



03-00293916


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	San Antonio
Endoscopy, L.P.
	 	 	 	Amends debtor name	 	 	 	 	 	 	 	 	 	03/10/2006	 	06-00079215
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(this is the
amended name)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	San Gabriel Valley
Surgical Center,
L.P.
	 	California SOS
	 	UCC-1 




Continuation
	 	MarCap Corporation
	 	All personal
property and
fixtures
	 	02/20/2002
	 	0205360174
	 	



08/24/2006
	 	



06-70827107
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	San Gabriel Valley
Surgical Center,
L.P.
	 	California SOS
	 	UCC-1
	 	Alcon Laboratories,
Inc.
	 	Specific equipment
	 	01/08/2003
	 	0301360507	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	San Gabriel Valley
Surgical Center,
L.P.
	 	California SOS
	 	UCC-1
	 	HSPC,Inc
	 	Assets acquired
with proceeds of
financing by
secured party
	 	09/11/2006
	 	06-7084397276	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	San Gabriel Valley
Surgical Center,
L.P.
	 	California SOS
	 	UCC-1
	 	Alcon Laboratories,
Inc.
	 	Specific equipment
	 	10/10/2006
	 	06-7087800733	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Shore Outpatient
Surgicenter, L.L.C.
	 	Georgia, Barrow
County
	 	UCC-1
	 	Wachovia Bank,
National Association
	 	Fixtures and
equipment located
at 360 Route 70,
Lakewood, NJ.
	 	05/16/2003
	 	007-2003-005485	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Specialists Surgery
Center, L.L.C.
	 	Oklahoma, Oklahoma
County
	 	UCC-1
	 	Alcon Laboratories,
Inc.
	 	Specific equipment
	 	02/04/2003
	 	2003001381220	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Specialists Surgery
Center, L.L.C.
	 	Oklahoma, Oklahoma
County
	 	UCC-1
	 	U.S. Bank Trust N.A.
as Custodian or
Trustee
	 	All assets
	 	04/23/2004
	 	2004004934329	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Specialists Surgery
Center, L.L.C.
	 	Oklahoma, Oklahoma
County
	 	UCC-1
	 	Siemens Financial
Services, Inc.
	 	Leased equipment
	 	07/12/2004
	 	2004008445734	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Specialists Surgery
Center, L.L.C.
	 	Oklahoma, Oklahoma
County
	 	UCC-1
	 	The CIT Group/Equipment
Financing,
Inc.
	 	Specific equipment
	 	02/28/2005
	 	2005002384327	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Specialists Surgery
Center, LLC
	 	Oklahoma, Oklahoma
County
	 	UCC-1
	 	Steris Corporation
	 	Goods sold on
credit by secured
party
	 	01/23/2006
	 	2006000857937	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Specialists Surgery
Center, L.L.C.
	 	Oklahoma, Oklahoma
County
	 	UCC-1
	 	CIT Healthcare LLC
	 	Specific equipment
	 	04/14/2006
	 	2006004444933	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sunset Hills
Ambulatory Surgery
Center, L.P.
	 	Missouri SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	All assets
	 	01/31/2006
	 	20060012114J	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sunset Hills
Ambulatory Surgery
Center, L.P.
	 	Missouri SOS
	 	UCC-1
	 	Cardinal Health
	 	All goods,
equipment,
inventory, accounts
and general
intangibles
	 	03/15/2006
	 	20060028507A	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tamarac Surgery
Center LLC
	 	Florida Secured
Transaction
Registry
	 	UCC-1 




Amends secured
party address 




Continuation
	 	U.S. Bank Trust N.A.
as Custodian or
Trustee
	 	All assets
	 	02/01/2000
	 	200000027952-9
	 	



12/28/2004 






01/03/2005
	 	



200408615042 






200508650389
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tamarac Surgery
Center, LLC
	 	Florida Secured
Transaction
Registry
	 	UCC-1
	 	Olympus America, Inc.
	 	Leased equipment
	 	07/08/2002
	 	200201611382	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tamarac Surgery
Center, LLC
	 	Florida Secured
Transaction
Registry
	 	UCC-1 




Restates collateral 




Continuation
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Specific equipment
	 	07/16/2002
	 	200201675879
	 	





02/04/2003 




02/15/2007
	 	





200303195841 




200704828586
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tamarac Surgery
Center, LLC
	 	Florida Secured
Transaction
Registry
	 	UCC-1 




Adds collateral
	 	Olympus America, Inc.
	 	Specific equipment
	 	09/17/2003
	 	200304972930
	 	



10/16/2003
	 	



200305221319
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tamarac Surgery
Center LLC
	 	Florida Secured
Transaction
Registry
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	09/27/2005
	 	200500776723	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tamarac Surgery
Center, LLC
	 	Florida Secured
Transaction
Registry
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	01/03/2006
	 	200601536205	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tamarac Surgery
Center, LLC
	 	Florida Secured
Transaction
Registry
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	07/26/2006
	 	200603268623	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Templeton Surgery
Center, LLC
	 	Tennessee SOS
	 	UCC-1
	 	MarCap Corporation
	 	Leased equipment
	 	06/16/2005
	 	305-033437	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Texan Ambulatory
Surgery Center,
L.P.
	 	Texas SOS
	 	UCC-1 




Adds RA9 info 




Continuation 




Continuation
	 	Copelco Capital, Inc.
	 	Leased equipment
	 	10/21/1999
	 	99-212788
	 	



07/18/2003 






10/18/2004 




10/19/2004
	 	



03-00349270 






04-00853918 




04-00855297
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	The Surgery Center
(an Ohio limited
partnership)
	 	Ohio SOS
	 	UCC-1
	 	Alcon Laboratories,
Inc.
	 	Specific equipment
	 	06/17/2005
	 	OH00090504753	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOPS Specialty
Hospital, Ltd.
	 	Texas SOS
	 	UCC-1 




Assignment 




Continuation 




Assignment
	 	Leasing Associates of
Barrington, Inc.
Firstar Bank, N.A. 




(this is the assignee)






Leasing Associated of
Barrington, Inc.
[sic]
	 	Leased equipment
	 	12/27/2001
	 	02-0013680070
	 	



02/25/2002 




06/27/2006 




10/30/2006
	 	



02-00206629 




06-00218122 




06-00359314
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tops Specialty
Hospital, Ltd.
	 	Texas SOS
	 	UCC-1
	 	US Bank Trust N.A. as
Custodian or Trustee
	 	Specific equipment
	 	03/17/2003
	 	03-0020893207	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOPS Specialty
Hospital, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank Trust N.A.
as Custodian or
Trustee
	 	Specific equipment
	 	03/21/2003
	 	03-0021556052	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOPS Specialty
Hospital, Ltd.
	 	Texas SOS
	 	UCC-1
	 	ACMI Financial
Services
	 	Leased equipment
	 	03/31/2003
	 	03-0022540036	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOPS Specialty
Hospital, Ltd.
	 	Texas SOS
	 	UCC-1
	 	U.S. Bank Trust N.A.
as Custodian or
Trustee
	 	Specific equipment
	 	06/30/2003
	 	03-0032967323	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOPS Specialty
Hospital, Ltd.
	 	Texas SOS
	 	UCC-1
	 	MarCap Corporation
	 	Specific equipment
	 	06/23/2004
	 	04-0072484594	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tops Specialty
Hospital, LTD.
	 	Texas SOS
	 	UCC-1
	 	LEAF Funding, Inc.
	 	Specific equipment
	 	10/28/2005
	 	05-0033647826	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOPS Specialty
Hospital, Ltd.
	 	Texas SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	03/22/2006
	 	06-0009217378	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tops Specialty
Hospital, Ltd.
	 	Texas SOS
	 	UCC-1
	 	Toshiba America
Medical Credit
	 	Leased equipment
	 	03/31/2006
	 	06-0010441571	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOPS Specialty
Hospital, Ltd.
	 	Texas SOS
	 	UCC-1
	 	General Electric
Capital Corporation
	 	Specific equipment
	 	05/15/2006
	 	06-0016511747	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Surgery
Center — Southeast,
Ltd.
	 	Texas SOS
	 	UCC-1 




Assignment 


Assignment 


Continuation 




Assignment
	 	Leasing Associates of
Barrington, Inc. 


Firstar Bank, N.A. 


(this is the assignee) 


U.S. Bank, N.A. 


(this is the assignee) 


Leasing Associates of
Barrington, Inc. 


(this is the assignee)
	 	Leased equipment
	 	03/11/2002
	 	0022235490
	 	

04/29/2002 


09/10/2002 


09/25/2006 




01/04/2007
	 	

02-00280946 


03-00009681 


06-00318367 




07-00005350
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Surgery
Center — Southeast,
LTD.
	 	Texas SOS
	 	UCC-1
	 	MedCash Financial
Services, LLC
	 	All accounts
purchased by
secured party from
debtor
	 	06/06/2002
	 	02-0032621288	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Surgery
Center — Southeast,
Ltd.
	 	Texas SOS
	 	UCC-1
	 	Leasing Associates of
Barrington, Inc.
	 	Leased equipment
	 	07/24/2002
	 	02-0038292258	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Surgery
Center — Southeast,
Ltd.
	 	Texas SOS
	 	UCC-1
	 	Leasing Associates of
Barrington, Inc.
	 	Leased equipment
	 	07/24/2002
	 	02-0038292258	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Surgery
Center — Southeast,
Ltd.
	 	Texas SOS
	 	UCC-1
	 	The CIT
Group/Equipment
Financing, Inc.
	 	Specific equipment
	 	11/09/2004
	 	04-0087849050	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Surgery
Center — Southeast,
Ltd.
	 	Texas SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Specific equipment
	 	02/21/2006
	 	06-0005791735	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	University Surgery
Center, Ltd.
	 	Florida Secured
Transaction
Registry
	 	UCC-1
	 	MarCap Corporation
	 	All personal
property and
fixtures
	 	09/30/2005
	 	200500813602	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warner Park Surgery
Center, L.P.
	 	Arizona SOS
	 	UCC-1 


Assignment 




Assignment
	 	Leasing Associates of
Barrington, Inc. 


Firstar Bank, N.A. 


(this is the assignee) 


Leasing Associates of
Barrington, Inc. 


(this is the assignee)
	 	Leased equipment
	 	06/12/2001
	 	01177804
	 	

09/24/2001 




04/28/2006
	 	

01177804 




01177804
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warner Park Surgery
Center, L.P.
	 	Arizona SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Specific equipment
	 	06/16/2004
	 	200413179589	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warner Park Surgery
Center, L.P.
	 	Arizona SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Leased equipment
	 	11/23/2004
	 	200413418125	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warner Park Surgery
Center, L.P.
	 	Arizona SOS
	 	UCC-1 


Adds collateral
	 	Citicorp Vendor
Finance, Inc.
	 	Leased equipment
	 	05/13/2005
	 	200513652961
	 	

07/26/2005
	 	

200513652961
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warner Park Surgery
Center, L.P.
	 	Arizona SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Leased equipment
	 	08/01/2005
	 	200513736815	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warner Park Surgery
Center, L.P.
	 	Arizona SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Specific equipment
	 	11/25/2005
	 	200513936704	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Warner Park Surgery
Center, L.P.
	 	Arizona SOS
	 	UCC-1
	 	Citicorp Vendor
Finance, Inc.
	 	Specific equipment
	 	05/15/2006
	 	200614227880	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	West Houston
Ambulatory Surgical
Associates, L.P.
	 	Texas SOS
	 	UCC-1
	 	Smith & Nephew Capital
	 	Leased equipment
	 	04/15/2004
	 	04-0064507713	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	West Houston
Ambulatory Surgical
Associates, L.P.
	 	Texas SOS
	 	UCC-1
	 	Smith & Nephew Capital
	 	Leased equipment
	 	11/04/2004
	 	04-0087315159	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	West Houston
Ambulatory Surgical
Associates, LP
	 	Texas SOS
	 	UCC-1
	 	Fifth Third Bank,
(Tennessee)
	 	Specific equipment
	 	06/06/2005
	 	05-0017594233	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	West Houston
Ambulatory Surgical
Associates, L.P.
	 	Texas SOS
	 	UCC-1
	 	FPC Funding II, LLC
	 	Leased equipment
	 	01/09/2007
	 	07-0001113073	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	West Houston
Ambulatory Surgical
Associates, L.P.
	 	Texas SOS
	 	UCC-1
	 	Smith & Nephew Capital
	 	Leased equipment
	 	03/14/2007
	 	07-0008549528	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Willowbrook
Ambulatory Surgery
Center, LP
	 	Tennessee SOS
	 	UCC-1
	 	CIT Healthcare LLC
	 	All assets
	 	10/18/2006
	 	306-165395	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	United Surgical
Partners
International, Inc.
	 	Delaware SOS
	 	UCC-1
	 	Koger Post Oak
Limited Partnership
	 	Personal property
at 3050 Post Oak
Boulevard, Houston,
Texas
	 	11/14/2002
	 	22982332	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Smith & Nephew
Finance, assigned to
DVI Strategic Partner
Group, A Division of
DVI Financial
Services Inc.
	 	Leased equipment
	 	05/10/2002
	 	302-026902
	 	06/30/2003
	 	303-033922
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Bank of Nashville
	 	Leased equipment
	 	06/03/2002
	 	102-025747	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Bank of Nashville
	 	Leased equipment
	 	06/13/2002
	 	202-034595	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	02/27/2003
	 	303-011257	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	03/25/2003
	 	203-014186	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	03/25/2003
	 	203-014187	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	The Fifth Third
Leasing Company
	 	Leased equipment
	 	10/06/2003
	 	203-053627	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Fifth Third Bank,
Tennessee, an Ohio
Banking Corp
	 	Specific equipment
	 	11/07/2003
	 	103-052264	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	12/17/2003
	 	103-055346	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Fifth Third Bank,
(Tennessee)
	 	Specific equipment
	 	09/15/2004
	 	104-051662	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	10/01/2004
	 	104-054842	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Fifth Third Bank,
(Tennessee)
	 	Specific equipment
	 	11/04/2004
	 	204-045170	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Fifth Third Bank,
(Tennessee)
	 	Specific equipment
	 	01/06/2005
	 	105-001001	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	07/05/2005
	 	205-017079	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Fifth Third Bank,
(Tennessee)
	 	All assets
	 	07/21/2005
	 	305-040663	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Fifth Third Bank,
Tennessee, an Ohio
Banking Corp
	 	Specific equipment
	 	07/21/2005
	 	305-040685	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	01/10/2006
	 	206-001565
	 	02/15/2006
	 	306-108347
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	01/10/2006
	 	206-001598	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Fifth Third Bank,
(Tennessee)
	 	Medical equipment
	 	10/17/2006
	 	306-165102	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	American Endoscopy
Services, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Olympus America, Inc.
	 	Specific equipment
	 	02/05/2007
	 	107-005366	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ISS-Orlando LLC
	 	Florida Secured
Transaction
Registry
	 	UCC-1
	 	U.S. Bank, N.A. as
Custodian or Trustee
	 	Equity interests in
Orlando Ophthmology
Surgery Center, LLC
	 	08/21/2002
	 	200201974868	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	UCC-1
	 	Fleet Capital Leasing
Healthcare Finance,
(a division of Fleet
Business Credit, LLC)
	 	Leased equipment
	 	08/20/2001
	 	10871496	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	UCC-1
	 	De Lage Landen
Financial Services,
Inc.
	 	Leased equipment
	 	09/20/2001
	 	11196786
	 	11/16/2001 








01/09/2004 


03/27/2006
	 	1173100 


cover sheet
indicates filing
should say 
11731004 


40290090 


61023902
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	In-Lieu UCC-1 


Re: New Mexico &
Tennessee
	 	Fleet Capital Leasing
Healthcare Finance, a
division of Fleet
Business Credit
Corporation (n/k/a
Fleet Capital Leasing
Healthcare Finance, a
division of Fleet
Business Credit LLC)
	 	not indicated
	 	11/28/2001
	 	11556187	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	In-Lieu UCC-1 


Re: Georgia
	 	Fleet Capital Leasing
Healthcare Finance, a
division of Fleet
Business Credit
Corporation (n/k/a
Fleet Capital Leasing
Healthcare Finance, a
division of Fleet
Business Credit LLC)
	 	not indicated
	 	11/28/2001
	 	11556203	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	In-Lieu UCC-1 


Re: Georgia
	 	Fleet Capital Leasing
Healthcare Finance, a
division of Fleet
Business Credit
Corporation (n/k/a
Fleet Capital Leasing
Healthcare Finance, a
division of Fleet
Business Credit LLC)
	 	not indicated
	 	11/28/2001
	 	11556211	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	In-Lieu UCC-1 


Re: Tennessee
	 	Fleet Business
Credit, LLC

and 


U.S. Bank, N.A. as
Custodian or Trustee
Successor in Interest
to U.S. Bank Trust,
N.A.
	 	Specific equipment
	 	07/30/2002
	 	21877046
	 	02/25/2003
	 	30464530
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	In-Lieu UCC-1 


Re: Tennessee
	 	National City
Commercial Capital
Corporation
	 	Leased equipment
	 	07/25/2002
	 	21995830
	 	12/29/2004
	 	50052812
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	In-Lieu UCC-1 


Re: Tennessee
	 	U.S. Bank, N.A. as
Custodian or Trustee
Successor in Interest
to U.S. Bank Trust
N.A.
	 	Not indicated
	 	03/25/2003
	 	30756968
	 	04/05/2004
	 	40940405
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	In-Lieu UCC-1 


Re: New Mexico
	 	U.S. Bank, N.A. as
Custodian or Trustee
Successor in Interest
to U.S. Bank Trust
N.A.
	 	Leased equipment
	 	03/31/2003
	 	30830979	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	In-Lieu UCC-1 


Re: New Mexico &
Tennessee
	 	U.S. Bank, N.A. as
Custodian or Trustee
Successor in Interest
to U.S. Bank Trust
N.A.
	 	Leased equipment
	 	03/31/2003
	 	30832603	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	UCC-1
	 	General Electric
Company
	 	All equipment,
furniture, fixtures
etc. at specified
location in Georgia
	 	05/30/2003
	 	31370686	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OrthoLink
Physicians
Corporation
	 	Delaware SOS
	 	UCC-1
	 	Philips Medical
Capital LLC
	 	Leased equipment
	 	08/09/2004
	 	42232348	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Same Day Surgery,
L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	Leasing Associates of
Barrington, Inc.
	 	Leased equipment
	 	06/11/2001
	 	4397253
	 	11/05/2001 


04/01/2003

	 	4458240 


6785123

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	
02/03/2006
	 	
8798824
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	
05/30/2006
	 	
8817196
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Same Day Surgery,
L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	U.S. Bank, N.A.
	 	Leased equipment
	 	01/21/2003
	 	6437125
	 	04/07/2003
	 	6816029
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Same Day Surgery,
L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	M Campbell, LLC
and 

numerous additional
secured parties
	 	Equity Interests in
River North Same
Day Surgery, LLC
(“Issuer”) and any
parent of the
Issuer
	 	05/07/2003
	 	6969720	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Same Day Surgery,
L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	DVI Strategic Partner
Group, A Division of
DVI Financial
Services Inc.
	 	Leased equipment
	 	07/15/2003
	 	7286341
	 	07/28/2003
	 	7343337
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Same Day Surgery,
L.L.C.
	 	Illinois SOS
	 	UCC-1
	 	M Campbell, LLC
and

numerous additional
secured parties
	 	Equity Interests in
Elmwood Park Same
Day Surgery, LLC
(“Issuer”) and any
parent of the
Issuer
	 	05/07/2003
	 	6969739	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Same Day Surgery,
L.L.C.  


Specialty
Surgicenters, Inc.
	 	Illinois SOS 


Georgia, Fulton
County
	 	UCC-1 


UCC-1
	 	Lakeside Bank 


US Bank Trust NA
	 	Leased equipment 


Membership
interests in
Tamarac Surgery
Center, LLC
	 	01/08/2004 


02/03/2000
	 	8080917 


060200002166
	 	01/26/2004 


01/03/2005 


01/03/2005
	 	8158789 


060200500099 


060200500100
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Specialty
Surgicenters, Inc.
	 	Georgia, Fulton
County
	 	UCC-1
	 	Bank South
	 	Certificate of
Deposit
	 	12/16/2003
	 	060200315458	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Specialty
Surgicenters, Inc.
	 	Georgia, Gwinnett
County
	 	In-Lieu UCC-1 


Re: Florida
	 	US Bank Trust NA
	 	Membership
interests in
Tamarac Surgery
Center, LLC
	 	12/30/2004
	 	67-2004-012836	 	 	 	 






 









 









	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.	 	Amdt.
	Debtor	 	Jurisdiction	 	filing found	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date	 	File Number
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surgery Centers of
America II, LLC
	 	Oklahoma, Oklahoma
County
	 	UCC-1
	 	MarCap Corporation
	 	Ownership interests
in Northeast Ohio
Surgery Center, LLC
	 	12/04/2001
	 	2001010393524
	 	06/21/2006
	 	E2006007528030
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surgery Centers of
America II, L.L.C.
	 	Oklahoma, Oklahoma
District Court
	 	Judgment
	 	Rick Mason
	 	$75,000.00
	 	07/03/2001
	 	CJ 2001-2940-65	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surginet of
Northwest Houston,
Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Republic National Bank
	 	All equipment
	 	03/09/2005
	 	305-013163	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Surginet, Inc.
	 	Tennessee SOS
	 	UCC-1
	 	Smith & Nephew
Endoscopty
	 	Leased equipment
	 	03/04/2004
	 	304-015181	 	 	 	 







 











 





Schedule 6.04




Existing Investments




(as of March 31, 2007)




	 	 	 	 	 	 	 
	Investor	 	Investee	 	Total1
	USP Nevada, Inc.
	 	CHW/USP Las Vegas Surgery Centers, LLC	 	$	1,350,533	 
	USP Kansas City, Inc.
	 	St.Mary’s / USP Surgery Centers, LLC	 	 	1,553,164	 
	Health Horizons of
Murfreesboro, Inc.
	 	Middle Tenn Ambulatory Surgery Center, LP	 	 	3,502,140	 
	USP North Texas, Inc.
	 	Texas Health Ventures Group, LLC	 	 	62,636,693	 
	USP North Texas, Inc.
	 	Trophy Club Medical Center, LP	 	 	1,427,723	 
	USP North Texas, Inc.
	 	Valley View Surgicare Partners, Ltd.	 	 	2,555,936	 
	USP North Texas, Inc.
	 	Denton Surgicare Partners, Ltd.	 	 	1,179,034	 
	USP North Texas, Inc.
	 	Grapevine Surgicare Partners, Ltd.	 	 	4,766,962	 
	USP North Texas, Inc.
	 	Frisco Medical Center, LLP	 	 	(62,230	)
	USP North Texas, Inc.
	 	Lewisville Surgicare Partners, Ltd.	 	 	8,285,654	 
	USP North Texas, Inc.
	 	Bellaire Outpatient Surgery Center, LLP	 	 	(6,499	)
	USP North Texas, Inc.
	 	University Surgical Partners of Dallas, LLP	 	 	6,863,220	 
	USP North Texas, Inc.
	 	Garland Surgicare Partners, Ltd.	 	 	871,198	 
	USP North Texas, Inc.
	 	Fort Worth Surgicare Partners, Ltd.	 	 	2,036,144	 
	USP North Texas, Inc.
	 	Physicians Surgical Center of Fort Worth, LLP (20% direct)	 	 	3,685,569	 
	THVG/HealthFirst, LLC
	 	Physicians Surgical Center of Fort Worth, LLP	 	 	401,095	 
	Texas Health Venture Huguley, LP
	 	Huguley Surgery Center (10825)	 	 	223,144	 
	USP New Jersey, Inc.
	 	Shrewsbury Surgery Center, LLC	 	 	968,492	 
	USP New Jersey, Inc.
	 	Tom’s River Surgery Center, LLC	 	 	1,557,316	 
	USP New Jersey, Inc.
	 	Northern Monmouth Regional Surgery Center, LLC	 	 	362,990	 
	OrthoLink ASC Corporation
	 	OrthoLink/TOC LLC	 	 	622,215	 
	OrthoLink ASC Corporation
	 	OrthoLink / Baptist ASC, LLC & Baptist Surgery Center, LP	 	 	7,497,367	 
	OrthoLink ASC Corporation
	 	Mountain Empire Surgery Center, LP	 	 	4,473,934	 
	OrthoLink ASC Corporation
	 	Roswell Surgery Center, LLC	 	 	111,906	 
	OrthoLink ASC Corporation
	 	Lawrenceville Surgery Center, LLC	 	 	149,950	 
	OrthoLink ASC Corporation
	 	Northwest Georgia Orthopaedic Surgery Center, LLC	 	 	1,786,014	 
	OrthoLink ASC Corporation
	 	Orthopedic South Surgical Partners, LLC	 	 	177,249	 
	USP Las Cruces, Inc.
	 	Las Cruces Surgical Center, LLC	 	 	2,426,242	 
	United Surgical of Atlanta, Inc.
	 	Northside-Cherokee / USP Surgery Centers, LLC	 	 	5,018,157	 
	USP Central New Jersey, Inc.
	 	East Brunswick Surgery Center, LLC	 	 	1,739,113	 
	USP Tennessee, Inc.
	 	Saint Thomas/USP Surgery Centers, LLC	 	 	2,007,234	 
	USP Cleveland, Inc.
	 	Bagley Holdings, LLC	 	 	1,657,283	 
	USP Houston, Inc.
	 	Memorial Hermann/USP Surgery Centers, LLP	 	 	839,240	 
	USP Houston, Inc.
	 	Memorial Hermann/USP Surgery Centers III, LLP	 	 	3,414,345	 
	USP Destin, Inc.
	 	Destin Surgery Center, Ltd.	 	 	1,637,746	 








 




			
	1	 	Total Investment in the Investees is inclusive of the
amount of Guarantees of Indebtedness set forth on Schedule 6.01.




 









 










	 	 	 	 	 	 	 
	Investor	 	Investee	 	Total1
	USP Austin, Inc.
	 	Northwest Surgery Center, LLP	 	 	(34,387	)
	USP Phoenix, Inc.
	 	CHW/USP Surgery Centers, LLC	 	 	8,683,839	 
	USP San Gabriel, Inc.
	 	CHW/USP San Gabriel Surgery Centers, LLC	 	 	1,993,023	 
	USP Baton Rouge, Inc.
	 	Baton Rouge Surgical Hospital, LLC	 	 	1,436,864	 
	USP San Antonio, Inc.
	 	Christus/USP General Partner, LLC	 	 	1,902,977	 
	USP Cedar Park, Inc.
	 	Cedar Park Surgery Center, LLP	 	 	634,864	 
	USP Newport News, Inc.
	 	Mary Immaculate Ambulatory Surgery Center, LLC	 	 	512,913	 
	USP Oxnard, Inc.
	 	CHW/USP Oxnard Surgery Centers, LLC	 	 	2,343,006	 
	USP Michigan, Inc.
	 	Lansing ASC Partners, LLC	 	 	3,333,547	 
	USP Michigan, Inc.
	 	Michigan ASC Partners, LLC	 	 	1,844,727	 
	USP Michigan, Inc.
	 	McLaren ASC of Flint, LLC	 	 	1,046,312	 
	USP Mission Hills, Inc.
	 	Providence/USP Surgery Centers, LLC	 	 	1,142,744	 
	USP Oklahoma, Inc.
	 	Southwest Ambulatory Surgery Center, LLC (includes OCOMS)	 	 	13,693,567	 
	USP Oklahoma, Inc.
	 	INTEGRIS / USP Surgery Centers, LLC	 	 	(205	)
	USP Chicago, Inc.
	 	ENH/USP Surgery Centers I, LLC	 	 	48,726	 
	USP Baltimore, Inc.
	 	St. Agnes / USP Joint Venture, LLC	 	 	1,367,523	 
	USP Sarasota, Inc.
	 	CHC / USP Surgery Centers, LLC	 	 	3,830,694	 
	SSI Holdings, Inc.
	 	Central Jersey Surgery Center, LLC	 	 	7,436,573	 
	SSI Holdings, Inc.
	 	Tulsa Outpatient Surgery Center, LLC	 	 	781,335	 
	USP Richmond, Inc.
	 	Memorial Ambulatory Surgery Center, LLC	 	 	780,799	 
	USP Richmond, Inc.
	 	Richmond ASC Leasing Company, LLC	 	 	696,487	 
	USP Richmond II, Inc.
	 	St. Mary’s Ambulatory Surgery Center, LLC	 	 	874,340	 
	USP Sacramento, Inc.
	 	CHW/USP Sacramento Surgery Centers, LLC	 	 	9,930,523	 
	USP North Kansas City, Inc.
	 	NKCH / USP Surgery Centers, LLC	 	 	5,494,487	 
	USP MidWest, Inc.
	 	Adventist Midwest / USP Surgery Centers, LLC	 	 	1,096,600	 
	Advanced Ambulatory Surgical
Care, LP
	 	Real Estate Co-Op	 	 	6,023	 
	USP Alexandria, Inc.
	 	Alexandria Surgery Center Real Estate, LLC	 	 	2,875,276	 
	USP Alexandria, Inc.
	 	Christus Cabrini Surgery Center, LLC	 	 	500,514	 
	USP Indiana, Inc.
	 	St. Vincent Health / USP, LLC	 	 	(65,401	)
	USP Virginia Beach, Inc.
	 	Bon Secours Surgery Center at Virigina Beach, LLC	 	 	(32,354	)
	USP Texas, LP
	 	Legacy Warren Partners, LP	 	 	1,898,693	 
	ICNU Rockford, LLC
	 	Pendragon Development, LLC	 	 	103,056	 
	Surgery Centers Of America II,
LLC
	 	Surgery Center of Scottsdale, LLC	 	 	10,424,998	 
	Surgery Centers Of America II,
LLC
	 	Surgery Center of Peoria, LLC	 	 	5,603,224	 
	Surginet, Inc.
	 	Suburban Endoscopy Services, LLC	 	 	3,981,958	 
	Surginet, Inc.
	 	Redmond Surgery Center, LLC	 	 	2,604,573	 
	Surginet, Inc.
	 	Central Avenue Surgery Center, LLC	 	 	145,364	 
	Surginet, Inc.
	 	GP Surgery Center, LLC	 	 	1,904,169	 
	Surginet, Inc.
	 	Idaho Surgery Center, LLC	 	 	1,386,629	 
	Surginet, Inc.
	 	The Surgery Center at Tri-City Orthopaedic Clinic, LLC	 	 	4,487,514	 
	Surginet, Inc.
	 	Manitowoc Surgery Center, LLC	 	 	725,648	 
	ISS — Orlando, LLC
	 	Orlando Ophthalmology Surgery Center, LLC	 	 	1,411,837	 
	Surgery Centers Of America II,
LLC
	 	Surgery Center of Gilbert, LLC	 	 	3,623,558	 
	Surgery Centers Of America II,
LLC
	 	Physicians Surgery Center of Tempe, LLC	 	 	884,952	 
	Surgery Centers Of America II,
LLC
	 	New Horizons Surgery Center, LLC	 	 	1,340,618	 






 









 






	 	 	 	 	 	 	 
	Investor	 	Investee	 	Total1
	Surgery Centers Of America II,
LLC
	 	Surgery Center of Canfield, LLC	 	 	2,126,674	 
	Surgery Centers Of America II,
LLC
	 	Northeast Ohio Surgery Center, LLC	 	 	8,020,288	 
	USP Texas, LP
	 	Veroscan, Inc.	 	 	50,000	 
	USP Harbour View, Inc
	 	Bon Secours Surgery Center at Harbour View, L.L.C.	 	 	(19,683	)
	USPI San Diego, Inc.
	 	Scripps/USP JV	 	 	(27,724	)
	USP Corpus Christi, Inc.
	 	CS/USP General Partner, L.L.C. and CS/USP Surgery Centers, L.P.	 	 	7,150,462	 
	Surginet, Inc.
	 	New Gulf Coast Surgery Center, L.L.C.	 	 	351,007	 
	USP Lyndhurst, Inc.
	 	Zeeba Surgery Center, L.P.	 	 	837,600	 






 









 






Schedule 6.09




Existing Transactions with Affiliates



Stock Subscription and Exchange Agreement, dated as of April 19, 2007, among Holdings, the Sponsor
and the other purchasers party thereto.



Stockholders Agreement, dated as of April 19, 2007, among Holdings, the Sponsor and the other
stockholders party thereto.



Registration Rights Agreement, dated as of April 19, 2007, among Holdings, the Sponsor and the
investors party thereto.



Management Agreement, dated as of April 19, 2007, between the Borrower and WCAS Management
Corporation.




 









 








Schedule 6.10




Existing Restrictions



None.





 












 





EXHIBIT A




Form of

ASSIGNMENT AND ASSUMPTION




          This Assignment and Assumption is dated as of the date set forth below (the “Effective
Date”) and is entered into by and between [the][each] Assignor (as defined below) and
[the][each] Assignee (as defined below). Capitalized terms used in this Assignment and Assumption
and not otherwise defined herein have the meanings specified in the Credit Agreement dated as of
April 19, 2007 (the “Credit Agreement”), among United Surgical Partners International,
Inc., a Delaware corporation (the “Borrower”), USPI Holdings, Inc., a Delaware corporation
(“Holdings”), the Lenders party thereto from time to time, Citibank, N.A., as
Administrative Agent, Citigroup Global Markets, Inc. and Lehman Brothers Inc., as joint lead
arrangers and joint bookrunners, Bear Stearns & Co. Inc. and UBS Securities LLC, as joint
bookrunners, Lehman Brothers Inc., as Syndication Agent, and Bear Stearns Corporate Lending Inc.,
SunTrust Bank and UBS Securities LLC, as Co-Documentation Agents, receipt of a copy of which is
hereby acknowledged by [the][each] Assignee. The Standard Terms and Conditions set forth in Annex
1 attached hereto (the “Standard Terms”) are hereby agreed to and incorporated herein by
reference and made a part of this Assignment and Assumption as if set forth herein in full.




          For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to
[the][each] Assignee, and [the][each] Assignee hereby irrevocably purchases and assumes from
[the][each] Assignor, subject to and in accordance with the Standard Terms and the Credit
Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (a)
all of [the][each] Assignor’s rights and obligations in its capacity as a Lender under the Credit
Agreement and any other documents or instruments delivered pursuant thereto to the extent related
to the amount and percentage interest identified below of all of such outstanding rights and
obligations of [the][each] Assignor under the facilities identified below (including participations
in any Letters of Credit and Swingline Loans included in such facilities) and (b) to the extent
permitted to be assigned under applicable law, all claims, suits, causes of action and any other
right of [the][each] Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other documents or
instruments delivered pursuant thereto or the loan transactions governed thereby or in any way
based on or related to any of the foregoing, including contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and
assigned pursuant to clauses (a) and (b) above being referred to herein collectively as the
“Assigned Interest”). Such sale and assignment is without recourse to [the][each] Assignor
and, except as expressly provided in this Assignment and Assumption, without representation or
warranty by [the][such] Assignor.




 









 









	 	1.	 	Assignor[(s)]:
	 
	 	2.	 	Assignee[(s)]:
	 
	 	 	 	[(a) Assignee is an Affiliate of: ]
	 
	 	 	 	[(b) Assignee is an Approved Fund:]
	 
	 	3.	 	Borrower: UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
	 
	 	4.	 	Administrative Agent: CITIBANK, N.A., as Administrative Agent
under the Credit Agreement.
	 
	 	5.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Aggregate Amount of	 	 	 	 	 	 
	 	 	All Lenders’	 	Amount of	 	Percentage of	 	 
	 	 	Commitments and	 	Commitments and Loans	 	Global Commitment	 	 
	Facility Assigned1	 	Loans	 	Assigned	 	Assigned	 	CUSIP
	Delayed Draw Term Loan
	 	$	100,000,000	 	 	$	 	 	 	 	%	 	 	 	 	 
	Revolving Facility
	 	$	100,000,000	 	 	$	 	 	 	 	%	 	 	 	 	 
	Tranche B Facility
	 	$	430,000,000	 	 	$	 	 	 	 	%	 	 	 	 	 





Effective Date:






 




			
	1	 	Select as applicable.




-2-









 










          The terms sets forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	 	 
	 	 	, 
	 	as Assignor2 	 
	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



          The terms set forth by this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	 	 
	 	 	, 
	 	as Assignee2 	 
	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	2	 	Additional signatures may be added as appropriate.




-3-









 











	 	 	 	 	 
	 	Consented to and Accepted:





CITIBANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Consented to and Accepted:





[                                                       ],

as Issuing Bank

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Consented to:



UNITED SURGICAL PARTNERS INTERNATIONAL, INC.]3

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 





 




			
	3	 	To be included to the extent applicable under Section
9.04 of the Credit Agreement.




-4-









 










STANDARD TERMS AND CONDITIONS

FOR ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.




          1.1 Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear
of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has
taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate
the transactions contemplated hereby, and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.




          1.2 Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement
that are required to be satisfied by it in order to acquire the Assigned Interest and become a
Lender, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together
with copies of the most recent financial statements delivered pursuant to Section 4.01(k) or 5.01
of the Credit Agreement, as applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment and
Assumption and to purchase the Assigned Interest, on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or any other Lender,
(v) if it is a Foreign Lender, attached to this Assignment and Assumption is any documentation
required to be delivered by it pursuant to Section 2.17(e) of the Credit Agreement, duly completed
and executed by [the][such] Assignee and (vi) it is sophisticated with respect to decisions to
acquire assets of the type represented by the Assigned Interest and either it, or the Person
exercising discretion in making its decision to acquire the Assigned Interest, is experienced in
acquiring assets of such type, and (b) agrees that (i) it will, independently and without reliance
on the Administrative Agent, [the][each] Assignor or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.




          2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of the Assigned Interest (including payments of principal, interest, fees
and other amounts) to [the][each] Assignor for amounts which have accrued to but




 









 







excluding the Effective Date and to [the][each] Assignee for amounts which have accrued from
and after the Effective Date.




          3. General Provisions. This Assignment and Assumption shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns. This Assignment and
Assumption may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a signature page of
this Assignment and Assumption by facsimile or other electronic transmission shall be as effective
as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be construed in accordance with and governed by the law of the State of New
York.





-2-











 





Exhibit B




Form of 



Opinion
of Ropes & Gray LLP



April 19, 2007




To the Administrative Agent

and each Lender party to the

Credit Agreement referred to below



Ladies and Gentlemen:




     This opinion is being furnished to you pursuant to the Credit Agreement dated as of April 19,
2007 (the “Credit Agreement”), among United Surgical Partners International, Inc., a
Delaware corporation (the “Company”), USPI Holdings, Inc., a Delaware corporation
(“Holdings”), the Lenders from time to time party thereto, Citibank, N.A., as
Administrative Agent, Citigroup Global Markets Inc. and Lehman Brothers Inc., as Joint Lead
Arrangers and Joint Bookrunners, Bear, Stearns & Co. Inc. and UBS Securities LLC, as Joint
Bookrunners, Lehman Brothers Inc., as Syndication Agent, and Bear, Stearns Corporate Lending Inc.,
SunTrust Bank and UBS Securities LLC, as Co-Documentation Agents, in connection with the closing
held this day under the Credit Agreement. Unless otherwise defined herein, capitalized terms used
herein have the meanings set forth in the Credit Agreement.



     We have acted as counsel to the Loan Parties (as defined below) in connection with the Credit
Agreement, the Guarantee and Collateral Agreement (the “Collateral Agreement”) and the
Notes being delivered by the Company today under the Credit Agreement (which Agreements and Notes
are collectively referred to herein as the “Credit Documents”). The subsidiaries of the
Company listed in Parts A and B of Schedule I hereto are referred to herein respectively as
the “Delaware Corporate Guarantors” and the “California Corporate Guarantors”, and
the subsidiaries of the Company listed on Schedule II hereto are referred to herein as the
“Other Guarantors”. Holdings, the Delaware Corporate Guarantors and the California Corporate
Guarantors are referred to herein collectively as the “Covered Guarantors”. The Company,
the Covered Guarantors and the Other Guarantors are referred to herein collectively as the
“Loan Parties”.



     We have examined originals or copies, certified or otherwise identified to our satisfaction,
of such documents and records and have made such investigation of fact and such examination of law
as we have deemed appropriate in order to enable us to render the opinions set forth herein. In
conducting such investigation, we have relied, without independent verification, upon certificates
of officers of the Loan Parties and one or more of their Subsidiaries, public officials and other
appropriate Persons, and on the representations and warranties as to matters of fact and on the
covenants as to the application of proceeds contained in the Credit Documents.



     In rendering the opinions set forth below, we have assumed that (a) each of the Other
Guarantors (i) is validly existing and in good standing under the laws of its jurisdiction of



 









 





					
	The Administrative Agent, et al.
	 	-2-
	 	 





organization, (ii) has the power and authority to execute and deliver each of the Credit
Documents to which it is a party and to perform its obligations thereunder and (iii) has duly
authorized, executed and delivered each of the Credit Documents to which it is a party and (b) the
execution and delivery by each of the Other Guarantors of each of the Credit Documents to which it
is a party and the performance by each such Person of its obligations thereunder will not violate
any law of its jurisdiction of organization or any other applicable laws (excluding, in the case of
other applicable laws, any Covered Laws (as defined below)).




     The opinions expressed herein are limited to matters governed by the laws of the State of New
York, the General Corporation Law of the State of Delaware, the General Corporation Law of the
State of California and the federal laws of the United States of America (collectively, the
“Covered Laws”), and in the case of paragraph 10 below, Article 9 of the Delaware Uniform
Commercial Code (“Delaware Article 9”) and in the case of paragraph 11 below, Article 9 of
the California Uniform Commercial Code (“California Article 9”).



     Based upon and subject to the foregoing and subject to the additional qualifications set forth
below, we are of the opinion that:



     1. Each of Holdings, the Company and the Delaware Corporate Guarantors (a) is a corporation
validly existing and in good standing under the laws of the State of Delaware and (b) has the
corporate power and authority to conduct the business in which it is engaged and to execute,
deliver and perform its obligations under each of the Credit Documents to which it is a party.
Each of the California Corporate Guarantors (a) is a corporation validly existing and in good
standing under the laws of the State of California and (b) has the corporate power and authority to
conduct the business in which it is engaged and to execute, deliver and perform its obligations
under each of the Credit Documents to which it is a party.



     2. Each of the Company and the Covered Guarantors has duly authorized, executed and delivered
each of the Credit Documents to which it is a party.



     3. Each of the Credit Documents to which each of the Loan Parties is a party constitutes the
valid and binding obligation of each such Person as is party thereto and is enforceable against
each such Person in accordance with its terms.



     4. The execution and delivery by each of the Company and the Covered Guarantors of the Credit
Documents to which such Person is party and the performance by such Person of its obligations
thereunder will not violate or require the repurchase of securities under the certificate of
incorporation, articles of incorporation or by-laws of such Person. The execution and delivery by
each of the Loan Parties of the Credit Documents to which such Person is party and the performance
by such Person of its obligations thereunder (a) will not violate any Covered Laws and (b) will not
result in a breach or violation of, or constitute a default under, any of the agreements,
instruments, court orders, judgments or decrees listed on Schedule III hereto.



     5. Except as may be required in order to perfect the Liens contemplated by the Collateral
Agreement, under the Covered Laws, no consent, approval, license or exemption by,



 









 





					
	The Administrative Agent, et al.
	 	-3-
	 	 





or order or authorization of, or filing, recording or registration with, any governmental
authority is required to be obtained by the Loan Parties in connection with the execution and
delivery of the Credit Documents to which each such Person is party or the performance by each such
Person of its obligations thereunder.




     6. We are not representing any of the Loan Parties in any pending litigation in which it is a
named defendant that challenges the validity or enforceability of, or seeks to enjoin the
performance of, the Credit Documents.



     7. None of the Loan Parties is an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.



     8. Neither the making of the loans under the Credit Agreement, nor the application of the
proceeds thereof as provided in the Credit Agreement, will violate Regulations T, U or X of the
Board of Governors of the Federal Reserve System as in effect on the date hereof.



     9. The Collateral Agreement creates a valid security interest in favor of the Collateral Agent
for the benefit of the Secured Parties in the Collateral described therein to the extent that a
security interest in such Collateral can be created under Article 9 of the New York Uniform
Commercial Code (“New York Article 9”).



     10. Upon the proper filing of the financing statements attached as Schedule IV-A in
the office of the Secretary of State of the State of Delaware (the “Delaware Filing
Office”), the security interest in the Collateral granted by Holdings, the Company and the
Delaware Corporate Guarantors under the Collateral Agreement will be perfected to the extent a
security interest in such Collateral can be perfected under Delaware Article 9 by the filing of a
financing statement in the Delaware Filing Office.



     11. Upon the proper filing of the financing statements attached as Schedule IV-B in
the office of the Secretary of State of the State of California (the “California Filing
Office”), the security interest in the Collateral granted by the California Corporate
Guarantors under the Collateral Agreement will be perfected to the extent a security interest in
such Collateral can be perfected under California Article 9 by the filing of a financing statement
in the California Filing Office.



     12. Upon the delivery in the State of New York to the Collateral Agent of the Pledged Stock
listed on Schedule V and the related stock powers pursuant to the Collateral Agreement and
assuming that neither the Collateral Agent nor the Lenders have “notice of an adverse claim”
(within the meaning of Section 8-105 of the New York Uniform Commercial Code) with respect to such
Pledged Stock at the time such Pledged Stock is delivered to the Collateral Agent, the respective
security interests in such Pledged Stock created in favor of the Collateral Agent for the benefit
of the Secured Parties under the Collateral Agreement constitute perfected security interests in
such Pledged Stock, free of any “adverse claim” (as defined in the New York Uniform Commercial
Code).



 









 





					
	The Administrative Agent, et al.
	 	-4-
	 	 






     Our opinion that each of the Credit Documents to which each of the Loan Parties is a party
constitutes the valid and binding obligation of each such Person, enforceable against each such
Person in accordance with its terms, is subject to (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance and other laws of general application affecting the rights and
remedies of creditors and secured parties and (ii) general principles of equity. The opinions
expressed herein do not purport to cover, and we express no opinion with respect to, the
applicability of Section 548 of the federal Bankruptcy Code or any comparable provision of state
law.



     The opinions expressed herein are subject to the qualification that the enforceability of
provisions in the Credit Documents providing for indemnification or contribution may be limited by
public policy considerations. In addition, we express no opinion as to (i) the extent to which
broadly worded waivers, conclusive presumptions or determinations or powers of attorney may be
enforced, (ii) the enforceability of any provision of the Credit Documents which purports to grant
the right of setoff to an affiliate of a lender or a purchaser of a participation in the loans
outstanding thereunder, which permits the exercise of a right of setoff against amounts not then
due, or which constitutes a penalty or forfeiture, or (iii) the enforceability of any provision
which provides for non-effectiveness of oral modifications, waiver of or consent to service of
process and venue, waiver of offset or defenses, or judgment currency. In connection with the
provisions of the Credit Documents whereby the parties submit to the jurisdiction of the courts of
the United States of America located in the State of New York, we note the limitations of 28 U.S.C.
§§ 1331 and 1332 on subject matter jurisdiction of the federal courts.



     In addition, certain provisions contained in the Credit Documents, may be unenforceable in
whole or in part but the inclusion of such provisions in the Credit Documents does not affect the
validity of any of the other provisions thereof, and the remaining provisions of the Credit
Documents are sufficient for the practical realization of the benefits intended to be provided
thereby.



     We further express no opinion as to the existence of, or as to the title of any Person who has
granted a security interest in any Collateral to, any item of Collateral or (except to the extent
set forth in paragraph 12 above) as to the priority or (except to the extent set forth in
paragraphs 10 through 12 above) the perfection of any security interest in the Collateral. We
express no opinion with respect to (a) security interests in any commercial tort claims or (b)
security interests in goods which are in accession to, or commingled or processed with other goods
to the extent that a security interest is limited by Section 9-336 of New York Article 9 or
California Article 9. We call your attention to the fact that your security interest in certain
Collateral described in the Collateral Agreement may not be able to be perfected by the filing of
financing statements and that under certain circumstances, the filings referred to in paragraphs 10
and 11 may become ineffective as a result of changes occurring after the date hereof and will
terminate after five years after the original filing date unless appropriate continuation
statements are duly filed. In addition, Section 552 of the Bankruptcy Code limits the extent to
which property acquired by a debtor after the commencement of a case under the Bankruptcy Code may
be subject to a lien resulting from any security agreement entered into by the debtor before the



 









 





					
	The Administrative Agent, et al.
	 	-5-
	 	 





commencement of the case.




     This opinion is being furnished only to the addressees and is solely for their benefit and the
benefit of their participants and assignees permitted by the Credit Agreement. This opinion may
not be relied upon for any other purpose or by any other Person without our prior written consent.



	 	 	 	 	 
	 	Very truly yours,





Ropes & Gray LLP

 	 
	 	 	 
	 	 	 
	 	 	 



 









 






	 	 	 	 	 



Schedule I




Covered Guarantors




A. Delaware Corporate Guarantors





     USPI Holdings, Inc.



     Medcenter Management Services, Inc.



     Ortho Excel, Inc.



     OrthoLink Physicians Corporation



     Surgis, Inc.



     United Surgical Partners Holdings, Inc.



     USP Domestic Holdings, Inc.



     USP International Holdings, Inc.



     USP Long Island, Inc.



     USP North Texas, Inc.



B. California Corporate Guarantors




     USP Coast, Inc.



     USP Glendale, Inc.



     USP Mission Hills, Inc.



     USP Oxnard, Inc.



     USP Sacramento, Inc.



     USP San Gabriel, Inc.



     USP West Covina, Inc.



     USP Westwood, Inc.



     USPI San Diego, Inc.



     USP Torrance, Inc.



 









 





Schedule II




Other Guarantors




Georgia Musculoskeletal Network, Inc.

Health Horizons of Kansas City, Inc.

Health Horizons of Murfreesboro, Inc.

Health Horizons of Nashville, Inc.

ISS-Orlando, LLC

North MacArthur Surgery Center, LLC

OrthoLink ASC Corporation

OrthoLink Radiology Services Corporation

OrthoLink/Georgia ASC, Inc.

OrthoLink/New Mexico ASC, Inc.

OrthoLink/TN ASC, Inc.

Pasadena Holdings, LLC

Physicians Data Professionals, Inc.

Same Day Management, L.L.C.

Same Day Surgery, L.L.C.

Specialty Surgicenters, Inc.

SSI Holdings, Inc.

Surgery Centers Holding Company, L.L.C.

Surgery Centers of America II, L.L.C.

Surginet of Northwest Houston, Inc.

Surginet of Rivergate, Inc.

Surginet, Inc.

Surgis Management Services, Inc.

Surgis of Chico, Inc.

Surgis of Pearland, Inc.

Surgis of Phoenix, Inc.

Surgis of Redding, Inc.

Surgis of Sand Lake, Inc.

Surgis of Sonoma, Inc.

Surgis of Victoria, Inc.

Surgis of Willowbrook, Inc.

United Surgical of Atlanta, Inc.

USP Alexandria, Inc.

USP Assurance Company

USP Austin, Inc.

USP Austintown, Inc.

USP Baltimore, Inc.

USP Baton Rouge, Inc.

USP Bridgeton, Inc.

USP Cedar Park, Inc

USP Central New Jersey, Inc.

USP Chesterfield, Inc.




 









 





USP Chicago, Inc.

USP Cleveland, Inc.

USP Columbia, Inc.

USP Corpus Christi, Inc.

USP Cottonwood, Inc.

USP Creve Coeur, Inc.

USP Decatur, Inc.

USP Des Peres, Inc.

USP Destin, Inc.

USP Florissant, Inc.

USP Fredericksburg, Inc.

USP Harbour View, Inc.

USP Houston, Inc.

USP Indiana, Inc.

USP Kansas City, Inc.

USP Las Cruces, Inc.

USP Lyndhurst, Inc.

USP Mason Ridge, Inc.

USP Michigan, Inc.

USP Midwest, Inc.

USP Nevada Holdings, LLC

USP Nevada, Inc.

USP New Jersey, Inc.

USP Newport News, Inc.

USP North Kansas City, Inc.

USP Oklahoma, Inc.

USP Olive, Inc.

USP Phoenix, Inc.

USP Reading, Inc.

USP Richmond II, Inc.

USP Richmond, Inc.

USP San Antonio, Inc.

USP Sarasota, Inc.

USP Securities Corporation

USP St. Peters, Inc.

USP Sunset Hills, Inc.

USP Tennessee, Inc.

USP Texas Air, LLC

USP Texas, L.P.

USP Virginia Beach, Inc.

USP Webster Groves, Inc.

USP Winter Park, Inc.

WHASA, L.C.




 









 





Schedule III




Material Agreements





	1.	 	Agreement and Plan of Merger, dated as of January 7, 2007, among USPI Holdings, Inc.
(formerly named UNCN Holdings, Inc.), UNCN Acquisition Corp. and United Surgical Partners
International, Inc.
	 
	2.	 	Indenture, dated as of April 19, 2007, among the Company, the Guarantors party thereto
and U.S. Bank Trust National Association, as trustee, related to the Company’s 87/8%
 Senior
Subordinated Notes due 2017 and the 91/4% /10% Senior Subordinated Toggle Notes due 2017.
	 
	3.	 	Registration Rights Agreement, dated as of April 19, 2007, among the Company and
Citigroup Global Markets Inc. and Lehman Brothers Inc., as representatives of the Initial
Purchasers (as defined therein).
	 
	4.	 	Stock Subscription and Exchange Agreement, dated as of April 19, 2007, among USPI Group
Holdings, Inc., Welsh, Carson, Anderson & Stowe X, L.P. and the other subscribers party
thereto.
	 
	5.	 	Stockholders Agreement, dated as of April 19, 2007, among USPI Group Holdings, Inc.,
Welsh, Carson, Anderson & Stowe X, L.P. and the other investors party thereto.
	 
	6.	 	Registration Rights Agreement, dated as of April 19, 2007, among USPI Group Holdings,
Inc., Welsh, Carson, Anderson & Stowe X, L.P. and the other investors party thereto.




 









 











Schedule IV-A




Delaware Financing Statements





 









 








Schedule IV-B




California Financing Statements




 









 








Schedule V




Pledged Stock




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number of
	Issuer	 	Certificate No.	 	Registered Owner	 	Shares/Units
	USPI Holdings, Inc.

	 	 	2	 	 	USPI Group Holdings, Inc.
	 	 	100	 
	USP Cottonwood, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Phoenix, Inc.

	 	 	3	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Coast, Inc.

	 	 	2	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Glendale, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Mission Hills, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Oxnard, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Sacramento, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP San Gabriel, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP West Covina, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Westwood, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USPI San Diego, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	Medcenter Management Services, Inc.

	 	 	2R	 	 	OrthoExcel, Inc.
	 	 	100	 
	Ortho Excel, Inc.

	 	AB101R
	 	OrthoLink Physicians Corporation
	 	 	648.1113	 
	OrthoLink Physicians Corporation

	 	 	2R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	Surgis, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	United Surgical Partners Holdings,
Inc.

	 	 	1R	 	 	United Surgical Partners
International, Inc.
	 	 	1,000	 
	USP Domestic Holdings, Inc.

	 	 	2R	 	 	United Surgical Partners Holdings, Inc.
	 	 	1,000	 
	USP International Holdings, Inc.

	 	 	4R	 	 	United Surgical Partners Holdings, Inc.
	 	 	1,000	 
	USP Long Island, Inc.

	 	 	1R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP North Texas, Inc.

	 	 	2R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Destin, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Sarasota, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Winter Park, Inc.

	 	 	2R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	Georgia Musculoskeletal Network,
Inc.

	 	 	1R	 	 	OrthoLink Physicians Corporation
	 	 	1000	 
	OrthoLink/Georgia ASC, Inc.

	 	 	1R	 	 	OrthoLink ASC Corporation
	 	 	1,000	 
	OrthoLink/New Mexico ASC, Inc.

	 	 	1R	 	 	OrthoLink ASC Corporation
	 	 	1,000	 
	Specialty Surgicenters, Inc.

	 	 	1	 	 	SSI Holdings, Inc.
	 	 	1,000	 
	SSI Holdings, Inc.

	 	 	C46	 	 	USP Domestic Holdings, Inc.
	 	 	6,859,514	 
	United Surgical of Atlanta, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Chicago, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Midwest, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Indiana, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Alexandria, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Baton Rouge, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Baltimore, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Michigan, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Bridgeton, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number of
	Issuer	 	Certificate No.	 	Registered Owner	 	Shares/Units
	USP Chesterfield, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Columbia, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Creve Coeur, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Des Peres, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Florissant, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Kansas City, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Mason Ridge, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP North Kansas City, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Olive, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP St. Peters, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Sunset Hills, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Webster Groves, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Central New Jersey, Inc.

	 	 	1R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP New Jersey, Inc.

	 	 	2R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Las Cruces, Inc.

	 	 	1R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Nevada, Inc.

	 	 	2R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Austintown, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Cleveland, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Lyndhurst, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Oklahoma, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Reading, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	Health Horizons of Kansas City, Inc.

	 	 	4R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	Health Horizons of Murfreesboro,
Inc.

	 	 	3R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	Health Horizons of Nashville, Inc.

	 	 	8R	 	 	USP Domestic Holdings, Inc.
	 	 	1000	 
	OrthoLink ASC Corporation

	 	 	1R	 	 	OrthoLink Physicians Corporation
	 	 	1,000	 
	OrthoLink Radiology Services
Corporation

	 	 	1	 	 	OrthoLink Physicians Corporation
	 	 	1,000	 
	OrthoLink/TN ASC, Inc.

	 	 	1R	 	 	OrthoLink ASC Corporation
	 	 	100	 
	Surginet of Northwest Houston, Inc.

	 	 	1	 	 	Surginet, Inc.
	 	 	1,000	 
	Surginet of Rivergate, Inc.

	 	 	2	 	 	Surginet, Inc.
	 	 	1,000	 
	Surginet, Inc.

	 	 	32	 	 	Surgis, Inc.
	 	 	1	 
	Surgis Management Services, Inc.

	 	 	1	 	 	Surginet, Inc.
	 	 	1,000	 
	Surgis of Chico, Inc.

	 	 	1	 	 	Surginet, Inc.
	 	 	1,000	 
	Surgis of Pearland, Inc.

	 	 	1	 	 	Surginet, Inc.
	 	 	1,000	 
	Surgis of Phoenix, Inc.

	 	 	1	 	 	Surginet, Inc.
	 	 	1000	 
	Surgis of Redding, Inc.

	 	 	1	 	 	Surginet, Inc.
	 	 	1,000	 
	Surgis of Sand Lake, Inc.

	 	 	1	 	 	Surginet, Inc.
	 	 	1,000	 
	Surgis of Sonoma, Inc.

	 	 	1	 	 	Surginet, Inc.
	 	 	1,000	 
	Surgis of Victoria, Inc.

	 	 	1	 	 	Surginet, Inc.
	 	 	1,000	 
	Surgis of Willowbrook, Inc.

	 	 	1	 	 	Surginet, Inc.
	 	 	1,000	 
	USP Decatur, Inc.

	 	 	5	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Securities Corporation

	 	 	2	 	 	OrthoLink Physicians Corporation
	 	 	1,000	 
	USP Tennessee, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	Physicians Data Professionals, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number of
	Issuer	 	Certificate No.	 	Registered Owner	 	Shares/Units
	USP Austin, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Cedar Park, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Corpus Christi, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Houston, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP San Antonio, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Fredericksburg, Inc.

	 	 	2R	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Harbour View, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Newport News, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Richmond II, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Richmond, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Virginia Beach, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Assurance Company

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Torrance, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 







 











 




Exhibit C



 

 






GUARANTEE AND COLLATERAL AGREEMENT




dated as of




April 19, 2007




among




USPI HOLDINGS, INC.,




UNITED SURGICAL PARTNERS INTERNATIONAL, INC.,




THE SUBSIDIARIES OF UNITED SURGICAL PARTNERS INTERNATIONAL, INC.

IDENTIFIED HEREIN




and




CITIBANK, N.A.




as Collateral Agent




 

 






 









 












TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I
	 	 	 	 
	 
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 1.01. Credit Agreement
	 	 	1	 
	Section 1.02. Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II
	 	 	 	 
	 
	 	 	 	 
	GUARANTEE
	 	 	 	 
	 
	 	 	 	 
	Section 2.01. Guarantee
	 	 	5	 
	Section 2.02. Guarantee of Payment
	 	 	5	 
	Section 2.03. No Limitations
	 	 	5	 
	Section 2.04. Reinstatement
	 	 	6	 
	Section 2.05. Agreement To Pay; Subrogation
	 	 	6	 
	Section 2.06. Information
	 	 	7	 
	Section 2.07. Remedies
	 	 	7	 
	Section 2.08. Instrument for the Payment of Money
	 	 	7	 
	Section 2.09. Continuing Guarantee
	 	 	7	 
	Section 2.10. General Limitation on Guarantee
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III
	 	 	 	 
	 
	 	 	 	 
	PLEDGE OF SECURITIES
	 	 	 	 
	 
	 	 	 	 
	Section 3.01. Pledge
	 	 	7	 
	Section 3.02. Delivery of the Pledged Collateral
	 	 	8	 
	Section 3.03. Representations, Warranties and Covenants
	 	 	9	 
	Section 3.04. Certification of Limited Liability Company and Limited
Partnership Interests
	 	 	10	 
	Section 3.05. Registration in Nominee Name; Denominations
	 	 	10	 
	Section 3.06. Voting Rights; Dividends and Interest
	 	 	11	 
	 
	 	 	 	 
	ARTICLE IV
	 	 	 	 
	 
	 	 	 	 
	SECURITY INTERESTS IN PERSONAL PROPERTY
	 	 	 	 
	 
	 	 	 	 
	Section 4.01. Security Interest
	 	 	13	 
	Section 4.02. Representations and Warranties 
	 	 	14	 
	Section 4.03. Covenants
	 	 	16	 






-i-









 






	 	 	 	 	 
	 	 	Page	 
	 
	Section 4.04. Other Actions
	 	 	20	 
	Section 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral
	 	 	20	 
	 
	 	 	 	 
	ARTICLE V
	 	 	 	 
	 
	 	 	 	 
	REMEDIES
	 	 	 	 
	 
	 	 	 	 
	Section 5.01. Remedies upon Default
	 	 	22	 
	Section 5.02. Application of Proceeds
	 	 	24	 
	Section 5.03. Grant of License To Use Intellectual Property
	 	 	25	 
	Section 5.04. Securities Act
	 	 	25	 
	Section 5.05. Medicare/Medicaid
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VI
	 	 	 	 
	 
	 	 	 	 
	INDEMNITY, SUBROGATION AND SUBORDINATION
	 	 	 	 
	 
	 	 	 	 
	Section 6.01. Indemnity and Subrogation
	 	 	26	 
	Section 6.02. Contribution and Subrogation
	 	 	26	 
	Section 6.03. Subordination
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VII
	 	 	 	 
	 
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 7.01. Notices
	 	 	27	 
	Section 7.02. Waivers; Amendment
	 	 	27	 
	Section 7.03. Collateral Agent’s Fees and Expenses; Indemnification
	 	 	27	 
	Section 7.04. Successors and Assigns
	 	 	28	 
	Section 7.05. Survival of Agreement
	 	 	28	 
	Section 7.06. Counterparts; Effectiveness; Several Agreement
	 	 	28	 
	Section 7.07. Severability
	 	 	29	 
	Section 7.08. Right of Set-Off
	 	 	29	 
	Section 7.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	29	 
	Section 7.10. WAIVER OF JURY TRIAL
	 	 	30	 
	Section 7.11. Headings
	 	 	30	 
	Section 7.12. Security Interest Absolute
	 	 	30	 
	Section 7.13. Termination or Release
	 	 	31	 
	Section 7.14. Additional Subsidiaries
	 	 	31	 
	Section 7.15. Collateral Agent Appointed Attorney-in-Fact
	 	 	32	 
	Section 7.16. Further Assurances
	 	 	32	 






-ii-









 






Schedules




	 	 	 
	Schedule I

	 	Subsidiary Loan Parties
	Schedule II

	 	Pledged Stock; Debt Securities
	Schedule III

	 	Intellectual Property
	Schedule IV

	 	Commercial Tort Claims






Exhibits




	 	 	 
	Exhibit I

	 	Form of Supplement







-iii-











 





          GUARANTEE AND COLLATERAL AGREEMENT (this “Agreement”) dated as of April 19, 2007,
among USPI HOLDINGS, INC., a Delaware corporation, UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a
Delaware corporation, the Subsidiaries of UNITED SURGICAL PARTNERS INTERNATIONAL, INC. identified
herein and CITIBANK, N.A., as Collateral Agent.




          Reference is made to the Credit Agreement dated as of April 19, 2007 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among United Surgical
Partners International, Inc. (the “Borrower”), USPI Holdings, Inc., the Lenders party
thereto, Citibank, N.A., as Administrative Agent, Lehman Brothers Inc., as Syndication Agent, and
Bear Stearns Corporate Lending Inc., Suntrust Bank and UBS Securities LLC, as Co-Documentation
Agents. The Lenders have agreed to extend credit to the Borrower subject to the terms and
conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit
are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings
and the Subsidiary Loan Parties are affiliates of the Borrower, will derive substantial benefits
from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to
execute and deliver this Agreement in order to induce the Lenders to extend such credit.
Accordingly, the parties hereto agree as follows:




ARTICLE I




Definitions




          Section 1.01.
Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise
defined in this Agreement have the meanings specified in the Credit Agreement. All terms defined
in the New York UCC (as defined in this Agreement) and not defined in this Agreement have the
meanings specified therein.





     (b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to
this Agreement, mutatis mutandis.




     Section 1.02.
Other Defined Terms. As used in this Agreement, the following terms have the meanings
specified below:




     “Account Debtor” means any Person who is or who may become obligated to any
Grantor under, with respect to or on account of an Account.




     “Article 9 Collateral” has the meaning assigned to such term in Section 4.01.




     “Claiming Party” shall have the meaning assigned to such term in Section 6.02.




     “Collateral” means Article 9 Collateral and Pledged Collateral.




     “Contributing Party” shall have the meaning assigned to such term in Section
6.02.



 









 






     “Copyright License” means any written agreement, now or hereafter in effect,
granting any right to any third party under any copyright now or hereafter owned by any
Grantor or that such Grantor otherwise has the right to license, or granting any right to
any Grantor under any copyright now or hereafter owned by any third party, and all rights of
any Grantor under any such agreement.




     “Copyrights” means all of the following now owned or hereafter acquired by any
Grantor: (a) all copyright rights in any work subject to the copyright laws of the United
States or any other country, whether as author, assignee, transferee or otherwise and (b)
all registrations and applications for registration of any such copyright in the United
States or any other country, including registrations, recordings, supplemental registrations
and pending applications for registration in the United States Copyright Office, including
those listed on Schedule III.




     “Credit Agreement” has the meaning assigned to such term in the preliminary
statement in this Agreement.




     “Federal Securities Laws” has the meaning assigned to such term in Section
5.04.




     “General Intangibles” means all “General Intangibles” of any Grantor as defined
in Section 9-102(42) of the New York UCC.




     “Grantors” means Holdings, the Borrower and the Subsidiary Loan Parties.




     “Guarantors” means Holdings and the Subsidiary Loan Parties.




     “Instrument” has the meaning specified in Article 9 of the New York UCC.




     “Intellectual Property” means all intellectual and similar property of any
Grantor of every kind and nature now owned or hereafter acquired by any Grantor, including
inventions, designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, confidential
or proprietary technical and business information, know-how or other data or information,
software and databases and all embodiments or fixations thereof and related documentation,
registrations and franchises, and all additions, improvements and accessions to, and books
and records describing or used in connection with, any of the foregoing.




     “Investment Property” means a security, whether certificated or uncertificated,
Security Entitlement, Securities Account, Commodity Contract or Commodity Account.




     “LC Account” means any account established and maintained in accordance with
the provisions of Section 2.05(j) of the Credit Agreement and all property from time
to time on deposit in such LC Account.




     “License” means any Patent License, Trademark License, Copyright License or
other license or sublicense agreement to which any Grantor is a party, including those
listed on Schedule III.



-2-









 






     “Loan Document Obligations” means (a) the due and punctual payment by the
Borrower of (i) the principal of and interest (including interest accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether
at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii)
each payment required to be made by the Borrower under the Credit Agreement in respect of
any Letter of Credit, when and as due, including payments in respect of reimbursement of
disbursements, interest thereon (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) and obligations to provide cash collateral, and
(iii) all other monetary obligations of the Borrower to any of the Secured Parties under the
Credit Agreement and each other Loan Document, including obligations to pay fees, expense
reimbursement obligations and indemnification obligations, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred during the
pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless
of whether allowed or allowable in such proceeding), (b) the due and punctual performance of
all other obligations of the Borrower under or pursuant to the Credit Agreement and each
other Loan Document, and (c) the due and punctual payment and performance in full of all the
obligations of each other Loan Party under or pursuant to this Agreement and each other Loan
Document.




     “Medicare” shall mean that government-sponsored entitlement program under Title
XVIII of the Social Security Act that provides for a health insurance system for eligible
elderly and disabled individuals (Social Security Act of 1965, Title XVIII, P.L. 89-87 as
amended; 42 U.S.C. § 1395 et seq.).




     “Medicaid” shall mean that means-tested entitlement program under Title XIX of
the Social Security Act that provides federal grants to states for medical assistance based
on specific eligibility criteria (Social Security Act of 1965, Title XIX, P.L. 89-87, as
amended; 42 U.S.C. § 1396 et seq.).




     “New York UCC” means the Uniform Commercial Code as from time to time in effect
in the State of New York.




     “Obligations” means (a) Loan Document Obligations and (b) the due and punctual
payment and performance in full of all obligations of each Loan Party under each Swap
Agreement relating to interest rates or Treasury Services Agreement that (i) is in effect on
the Effective Date with a counterparty that is a Lender or an Affiliate of a Lender as of
the Effective Date or (ii) is entered into after the Effective Date with any counterparty
that is a Lender or an Affiliate of a Lender at the time such Swap Agreement relating to
interest rates or Treasury Services Agreement is entered into.




     “Patent License” means any written agreement, now or hereafter in effect,
granting to any third party any right to make, use or sell any invention on which a patent,
now or hereafter owned by any Grantor or that any Grantor otherwise has the right to
license, is in existence, or granting to any Grantor any right to make, use or sell any



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invention on which a patent, now or hereafter owned by any third party, is in
existence, and all rights of any Grantor under any such agreement.




     “Patents” means all of the following now owned or hereafter acquired by any
Grantor: (a) all letters patent of the United States or the equivalent thereof in any other
country, all registrations and recordings thereof, and all applications for letters patent
of the United States or the equivalent thereof in any other country, including
registrations, recordings and pending applications in the United States Patent and Trademark
Office or any similar offices in any other country, including those listed on Schedule III,
and (b) all reissues, continuations, divisions, continuations-in-part, renewals or
extensions thereof, and the inventions disclosed or claimed therein, including the right to
make, use and/or sell the inventions disclosed or claimed therein.




     “Pledged Collateral” has the meaning assigned to such term in Section 3.01.




     “Pledged Debt Securities” has the meaning assigned to such term in Section
3.01.




     “Pledged Securities” means any promissory notes, stock certificates or other
securities now or hereafter included in the Pledged Collateral, including all certificates,
instruments or other documents representing or evidencing any Pledged Collateral.




     “Pledged Stock” has the meaning assigned to such term in Section 3.01.




     “Proceeds” has the meaning specified in Section 9-102 of the New York UCC.




     “Secured Parties” means (a) the Lenders, (b) the Collateral Agent, (c) the
Administrative Agent, (d) the Issuing Bank, (e) each counterparty to any Swap Agreement or
Treasury Services Agreement with a Loan Party the obligations under which constitute
Obligations and (f) the successors and assigns of each of the foregoing.




     “Security Interest” has the meaning assigned to such term in Section 4.01.




     “Subsidiary Loan Parties” means (a) the Subsidiaries identified on Schedule I
and (b) each other Subsidiary that becomes a party to this Agreement as a Subsidiary Loan
Party after the Effective Date.




     “Trademark License” means any written agreement, now or hereafter in effect,
granting to any third party any right to use any trademark now or hereafter owned by any
Grantor or that any Grantor otherwise has the right to license, or granting to any Grantor
any right to use any trademark now or hereafter owned by any third party, and all rights of
any Grantor under any such agreement.




     “Trademarks” means all of the following now owned or hereafter acquired by any
Grantor: (a) all trademarks, service marks, trade names, domain names, corporate names,
company names, business names, fictitious business names, trade styles, trade dress, logos,
other source or business identifiers, designs and general intangibles of like nature, now
existing or hereafter adopted or acquired, all registrations and recordings thereof, and all
registration and recording applications filed in connection therewith, including



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registrations and registration applications in the United States Patent and Trademark
Office or any similar offices in any State of the United States or any other country or any
political subdivision thereof, and all extensions or renewals thereof, including those
listed on Schedule III, (b) all goodwill associated therewith or symbolized thereby and (c)
all other assets, rights and interests that uniquely reflect or embody such goodwill;
provided, however, that the foregoing definition shall not include any “intent to use” based
application for a Trademark until such time that a statement of use has been filed with the
United States Patent and Trademark Office.




     “Treasury Services Agreement” shall mean any agreement relating to treasury,
depositary and cash management services or automated clearinghouse transfer of funds.



ARTICLE II




Guarantee




          Section 2.01.
Guarantee. Each Guarantor unconditionally guarantees, jointly with the other
Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance in full of the Obligations. Each Guarantor further agrees that the
Obligations may be extended or renewed, in whole or in part, or amended or modified, without notice
to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any
extension, renewal, amendment or modification of the Obligations. Each Guarantor waives
presentment to, demand of payment from and protest to the Borrower or any other Loan Party of the
Obligations and also waives notice of acceptance of its guarantee and notice of protest for
nonpayment.




          Section 2.02. Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder
constitutes a guarantee of payment when due and not of collection, and waives any right to require
that any resort be had by the Collateral Agent or any other Secured Party to any security held for
the payment of the Obligations or credit on the books of the Collateral Agent or any other Secured
Party in favor of the Borrower or any other Person.




          Section 2.03. No Limitations. (a) Except for termination of a Guarantor’s obligations hereunder as
expressly provided in Section 7.13, the obligations of each Guarantor hereunder shall not be
subject to any reduction, limitation, impairment or termination for any reason, including any claim
of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or
set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality
or unenforceability of the Obligations or otherwise. Without limiting the generality of the
foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by (i) the failure of the Collateral Agent or any other Secured Party to assert
any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or
otherwise; (ii) any rescission, waiver, amendment or modification of, or any release from any of
the terms or provisions of, any Loan Document or any other agreement, including with respect to any
other Guarantor under this Agreement;



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(iii) the release of, impairment of or failure to perfect any Lien held by the Collateral Agent or
any other Secured Party for the payment and performance of the Obligations or any of them; (iv) any
default, failure or delay, willful or otherwise, in the performance of the Obligations; or (v) any
other act or omission that may or might in any manner or to any extent vary the risk of any
Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other
than the indefeasible payment in full in cash of the Obligations). Each Guarantor expressly
authorizes the Collateral Agent (i) to take and hold security for the payment and performance of
the Obligations, (ii) to exchange, waive or release any or all such security (with or without
consideration), (iii) to enforce or apply such security and direct the order and manner of any sale
thereof in its sole discretion or (iv) to release or substitute any one or more other guarantors or
obligors upon or in respect of the Obligations, all without affecting the obligations of any
Guarantor hereunder.




          (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based
on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of
the Obligations or any part thereof from any cause, or the cessation from any cause of the
liability of the Borrower or any other Loan Party, other than the indefeasible payment in full in
cash of all the Obligations. The Collateral Agent and the other Secured Parties may, at their
election, foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or
adjust any part of the Obligations, make any other accommodation with the Borrower or any other
Loan Party or exercise any other right or remedy available to them against the Borrower or any
other Loan Party, without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Obligations have been fully and indefeasibly paid in full in
cash. To the fullest extent permitted by applicable law, each Guarantor waives any defense arising
out of any such election even though such election operates, pursuant to applicable law, to impair
or to extinguish any right of reimbursement or subrogation or other right or remedy of such
Guarantor against the Borrower or any other Loan Party, as applicable, or any security.




          Section 2.04. Reinstatement. Each of the Guarantors agrees that its guarantee hereunder shall
continue to be effective or be reinstated, as applicable, if at any time payment, or any part
thereof, of any Obligation is rescinded or must otherwise be restored by the Collateral Agent or
any other Secured Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party
or otherwise.




          Section 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not in limitation
of any other right that the Collateral Agent or any other Secured Party has at law or in equity
against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to
pay any Obligation when and as the same shall become due, whether at maturity, by acceleration,
after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay,
or cause to be paid, to the Collateral Agent for distribution to the applicable Secured Parties in
cash the amount of such unpaid Obligation. Upon payment by any Guarantor of any sums to the
Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other
Loan Party arising as a result thereof by way of right of subrogation, contribution, reimbursement,
indemnity or otherwise shall in all respects be subject to Article VI.



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          Section 2.06. Information. Each Guarantor assumes all responsibility for being and keeping itself
informed of the Borrower’s and each other Loan Party’s financial condition and assets and of all
other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope
and extent of the risks that such Guarantor assumes and incurs hereunder and agrees that none of
the Collateral Agent or the other Secured Parties will have any duty to advise such Guarantor of
information known to it or any of them regarding such circumstances or risks.




          Section 2.07. Remedies. The Guarantors jointly and severally agree that, as between the Guarantors
and the Secured Parties, the Obligations may be declared to be forthwith due and payable as
provided in the Credit Agreement for purposes of Section 2.01 notwithstanding any stay, injunction
or other prohibition preventing such declaration (or such obligations from becoming automatically
due and payable) as against the Borrower and that, in the event of such declaration (or such
obligations being deemed to have become automatically due and payable), such obligations (whether
or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors
for purposes of Section 2.01.




          Section 2.08. Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the
guarantee in this Article II constitutes an instrument for the payment of money, and
consents and agrees that any Secured Party, at its sole option, in the event of a dispute by such
Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action
under New York CPLR Section 3213.




          Section 2.09. Continuing Guarantee. The guarantee in this Article II is a continuing
guarantee of payment, and shall apply to all Obligations whenever arising.




          Section 2.10. General Limitation on Guarantee. In any action or proceeding involving any state
corporate limited partnership or limited liability company law, or any applicable state, federal or
foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors
generally, if the obligations of any Guarantor under Section 2.01 would otherwise be held or
determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any
other creditors, on account of the amount of its liability under Section 2.01, then,
notwithstanding any other provision to the contrary, the amount of such liability shall, without
any further action by such Guarantor, any Loan Party or any other person, be automatically limited
and reduced to the highest amount (after giving effect to the right of contribution established in
Section 6.02) that is valid and enforceable and not subordinated to the claims of other creditors
as determined in such action or proceeding.




ARTICLE III




Pledge of Securities




          Section 3.01. Pledge. As security for the payment or performance, as applicable, in full of the
Obligations, each Grantor hereby grants to the Collateral Agent, its successors and assigns, for
the ratable benefit of the Secured Parties, a security interest in, all of such Grantor’s right,
title and interest in, to and under (a) the shares of capital stock and other Equity Interests of




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the Borrower and each wholly owned Restricted Subsidiary owned by it and listed on Schedule II
and any other Equity Interests of a wholly owned Restricted Subsidiary obtained in the future by
such Grantor and the certificates representing all such Equity Interests (the “Pledged
Stock”), provided that the Pledged Stock shall not include more than 65% of the
outstanding voting Equity Interests of any Foreign Subsidiary and shall not include Equity
Interests of entities that are Specified Subsidiaries by reason of clauses (ii) or (iii) of the
definition of Specified Subsidiary; (b)(i) the debt securities listed opposite the name of such
Grantor on Schedule II, (ii) any debt securities issued after the Effective Date to such Grantor by
any of Holdings, the Borrower or any Subsidiary and (iii) the promissory notes and any other
instruments evidencing such debt securities (the “Pledged Debt Securities”); (c) all other
property that may be delivered to and held by the Collateral Agent pursuant to the terms of this
Section 3.01; (d) subject to Section 3.06, all payments of principal or interest, dividends, cash,
instruments and other property from time to time received, receivable or otherwise distributed in
respect of, in exchange for or upon the conversion of, and all other Proceeds received in respect
of, the securities referred to in clauses (a), (b) and (c) above; (e) subject to Section 3.06, all
rights and privileges of such Grantor with respect to the securities and other property referred to
in clauses (a), (b), (c) and (d) above; and (f) all Proceeds of any of the foregoing (the items
referred to in clauses (a) through (f) above being collectively referred to as the “Pledged
Collateral”).




          TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers,
privileges and preferences pertaining or incidental thereto, unto the Collateral Agent, its
successors and assigns, for the ratable benefit of the Secured Parties, forever, subject,
however, to the terms, covenants and conditions hereinafter set forth.




          Section 3.02. Delivery of the Pledged Collateral. (a) Each Grantor represents and warrants that
all certificates, agreements or instruments representing or evidencing the Pledged Collateral in
existence on the date hereof have been delivered to the Collateral Agent in suitable form for
transfer by delivery or accompanied by duly executed instruments of transfer or assignment in
blank. Each Grantor agrees promptly to deliver or cause to be delivered to the Collateral Agent
any and all Pledged Securities. Notwithstanding the foregoing two sentences, it is understood and
agreed that no Grantor will have to deliver any Pledged Debt Securities to the Collateral Agent
unless the amount of the Indebtedness represented thereby is in excess of $2,000,000 individually
or $10,000,000 in the aggregate with all Pledged Debt Securities not so delivered.




          (b) Each Grantor will cause any Indebtedness for borrowed money owed to such Grantor by any
Person (other than a Loan Party) which is (A) in excess of $2,000,000 and (B) evidenced by a duly
executed promissory note to be pledged and delivered to the Collateral Agent pursuant to the terms
hereof. If any Grantor shall at any time hold or acquire any Indebtedness for borrowed money owed
to such Grantor by any Person (other than a Loan Party) evidenced by a duly executed promissory
note that when taken together with the value of any other Indebtedness for borrowed money owed to
such Grantor by any Person (other than a Loan Party) evidenced by a duly executed promissory note
not endorsed and delivered to the Collateral Agent exceeds $10,000,000, such Grantor shall
forthwith endorse and deliver the same to the Collateral Agent, accompanied by such undated
instruments of transfer or assignment duly executed in blank as the Collateral Agent may from time
to time reasonably request.




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          (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities shall be accompanied by
undated stock powers duly executed in blank or other undated instruments of transfer reasonably
satisfactory to the Collateral Agent and by such other instruments and documents as the Collateral
Agent may reasonably request and (ii) all other property comprising part of the Pledged Collateral
shall be accompanied by proper instruments of assignment duly executed by the applicable Grantor
and such other instruments or documents as the Collateral Agent may reasonably request. Each
delivery of Pledged Securities shall be accompanied by a schedule describing such Pledged
Securities, which schedule shall be attached hereto as a supplement to Schedule II and made a part
hereof, provided that failure to attach any such schedule hereto shall not affect the
validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement
any prior schedules so delivered.




          Section 3.03. Representations, Warranties and Covenants. The Grantors jointly and severally
represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured
Parties, that:




          (a) Schedule II correctly sets forth the percentage of the issued and outstanding shares (or
units or other comparable measure) of each class of the Equity Interests of the issuer thereof
represented by the Pledged Stock and includes all Equity Interests, debt securities and promissory
notes required to be pledged hereunder in order to satisfy the Collateral and Guarantee
Requirement;




          (b) the Pledged Stock and Pledged Debt Securities have been duly and validly authorized and
issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid and
nonassessable and (ii) in the case of Pledged Debt Securities, are legal, valid and binding
obligations of the issuers thereof;




          (c) except for the security interests granted hereunder, each of the Grantors (i) is and,
subject to any transfers made in compliance with the Credit Agreement, will continue to be the
direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule II as
owned by such Grantor, (ii) holds the same free and clear of all Liens, other than Liens created by
any Loan Document and Liens permitted by Section 6.02 of the Credit Agreement, (iii) will make no
assignment, pledge, hypothecation or transfer of, or create or permit to exist any security
interest in or other Lien on, the Pledged Collateral, other than Liens created by any Loan
Document, Liens permitted by Section 6.02 of the Credit Agreement and transfers made in compliance
with the Credit Agreement and (iv) will defend its title or interest thereto or therein against any
and all Liens (other than Liens created by any Loan Document and Liens permitted by Section 6.02 of
the Credit Agreement), however arising, of all Persons whomsoever; provided that nothing in
this Agreement shall prevent any Grantor from discontinuing the operation or maintenance of any of
its assets or properties if such discontinuance is (x) in the good faith determination of its Board
of Directors, desirable in the conduct of its business and (y) permitted by the Credit Agreement;




          (d) except for restrictions and limitations imposed by (i) the Loan Documents, (ii) securities
laws generally or (iii) customary provisions in joint venture agreements relating to purchase
options, rights of first refusal, tag, drag, call or similar rights of a third party that owns
Equity Interests in such joint venture, the Pledged Collateral is and will continue to be freely



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transferable and assignable, and none of the Pledged Collateral is or will be subject to any
option, right of first refusal, shareholders agreement, charter or by-law provision or contractual
restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such
Pledged Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by
the Collateral Agent of rights and remedies hereunder;




          (e) each of the Grantors has the power and authority to pledge the Pledged Collateral pledged
by it hereunder in the manner hereby done or contemplated;




          (f) no consent or approval of any Governmental Authority, any securities exchange or any other
Person was or is necessary to the validity of the pledge effected hereby (other than such as have
been obtained and are in full force and effect);




          (g) subject to clauses (c) and (d) of this Section 3.03, by virtue of the execution and
delivery by the Grantors of this Agreement, when any Pledged Securities are delivered to the
Collateral Agent in accordance with this Agreement, the Collateral Agent will obtain, for the
benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in
such Pledged Securities as security for the payment and performance of the Obligations; and




          (h) the pledge effected hereby is effective to vest in the Collateral Agent, for the benefit
of the Secured Parties, the rights of the Collateral Agent in the Pledged Collateral as set forth
in this Agreement.




          Section 3.04.
Certification of Limited Liability Company and Limited Partnership Interests. (a)
Each Grantor acknowledges and agrees that each interest in any limited liability company or limited
partnership controlled by any Grantor and acquired after the Effective Date and constituting
Pledged Collateral that is represented by a certificate, shall be a “security” within the meaning
of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.




          (b) Each Grantor further acknowledges and agrees that (i) the interests in any limited
liability company or limited partnership controlled by such Grantor and constituting Pledged
Collateral that are not represented by a certificate are not “securities” within the meaning of
Article 8 of the New York UCC and (ii) such Grantor shall at no time elect to treat any such
interest as a “security” within the meaning of Article 8 of the New York UCC or issue any
certificate representing such interest, unless such Grantor provides prompt written notification to
the Collateral Agent of such election and promptly (but in no case later than 10 Business Days)
pledges any such certificate to the Collateral Agent pursuant to the terms hereof;
provided, however, that this Section 3.04 shall not apply to any Equity Interests
in limited liability companies or limited partnerships which may not be pledged, assigned or
otherwise encumbered pursuant to applicable Federal, state or local laws, rules or regulations
related to the practice of medicine or the healthcare industry generally.




          Section 3.05. Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the
Secured Parties, shall have the right (in its sole and absolute discretion) to hold the Pledged
Securities in the name of the applicable Grantor, endorsed or assigned in



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blank or in favor of the Collateral Agent or, upon the occurrence and during the continuation
of an Event of Default, in its own name as pledge or the name of its nominee (as pledge or as
sub-agent). Each Grantor will promptly give to the Collateral Agent copies of any notices or other
communications received by it with respect to Pledged Securities registered in the name of such
Grantor. The Collateral Agent shall at all times upon the occurrence and during the continuation
of an Event of Default have the right to exchange the certificates representing Pledged Securities
for certificates of smaller or larger denominations for any purpose consistent with this Agreement.




          Section 3.06. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default
shall have occurred and be continuing and the Collateral Agent shall have notified the Grantors
that their rights under this Section 3.06 are being suspended:





     (i) Each Grantor shall be entitled to exercise any and all voting and other
consensual rights and powers inuring to an owner of Pledged Securities or any part thereof
for any purpose consistent with the terms in this Agreement, the Credit Agreement and the
other Loan Documents, provided that such rights and powers shall not be exercised
in any manner that would reasonably be expected to materially and adversely affect the
rights inuring to a holder of any Pledged Securities or the rights and remedies of any of
the Collateral Agent or the other Secured Parties under this Agreement or the Credit
Agreement or any other Loan Document or the ability of the Secured Parties to exercise the
same.




     (ii) The Collateral Agent shall execute and deliver to each Grantor, or cause to be
executed and delivered to such Grantor, all such proxies, powers of attorney and other
instruments as such Grantor may reasonably request for the purpose of enabling such
Grantor to exercise the voting and other consensual rights and powers it is entitled to
exercise pursuant to subparagraph (i) above.




     (iii) Each Grantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of the
Pledged Securities to the extent and only to the extent that such dividends, interest,
principal and other distributions are permitted by, and otherwise paid or distributed in
accordance with, the terms and conditions of the Credit Agreement, the other Loan
Documents and applicable laws, provided that any noncash dividends, interest,
principal or other distributions that would constitute Pledged Stock or Pledged Debt
Securities, whether resulting from a subdivision, combination or reclassification of the
outstanding Equity Interests of the issuer of any Pledged Securities or received in
exchange for Pledged Securities or any part thereof, or in redemption thereof, or as a
result of any merger, consolidation, acquisition or other exchange of assets to which such
issuer may be a party or otherwise, shall be and become part of the Pledged Collateral,
and, if received by any Grantor, shall not be commingled by such Grantor with any of its
other funds or property but shall be held separate and apart therefrom, shall be held in
trust for the benefit of the Collateral Agent and the other Secured Parties and shall be
forthwith delivered to the Collateral Agent in the same form as so received (with any
necessary endorsement as described in Section 3.02(c) or otherwise).



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          (b) Upon the occurrence and during the continuation of an Event of Default, after the
Collateral Agent shall have notified (or shall be deemed to have notified) the Grantors of the
suspension of their rights under Section 3.06(a)(iii), all rights of any Grantor to dividends,
interest, principal or other distributions that such Grantor is authorized to receive pursuant to
Section 3.06(a)(iii) shall cease, and all such rights shall thereupon become vested in the
Collateral Agent, which shall have the sole and exclusive right and authority to receive and retain
such dividends, interest, principal or other distributions. All dividends, interest, principal or
other distributions received by any Grantor contrary to the provisions of this Section 3.06 shall
be held in trust for the benefit of the Collateral Agent and the other Secured Parties, shall be
segregated from other property or funds of such Grantor and shall be forthwith delivered to the
Collateral Agent upon demand in the same form as so received (with any necessary endorsement). Any
and all money and other property paid over to or received by the Collateral Agent pursuant to the
provisions of this Section 3.06(b) shall be retained by the Collateral Agent in an account to be
established by the Collateral Agent upon receipt of such money or other property and shall be
applied in accordance with the provisions of Section 5.02. After all Events of Default have been
cured or waived and the Borrower has delivered to the Collateral Agent a certificate to that
effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends,
interest, principal or other distributions that such Grantor would otherwise be permitted to retain
pursuant to the terms of Section 3.06(a)(iii) and that remain in such account.




          (c) Upon the occurrence and during the continuation of an Event of Default, after the
Collateral Agent shall have notified (or shall be deemed to have notified) the Grantors of the
suspension of their rights under Section 3.06(a)(i), all rights of any Grantor to exercise the
voting and other consensual rights and powers it is entitled to exercise pursuant to Section
3.06(a)(i), and the obligations of the Collateral Agent under Section 3.06(a)(ii), shall cease, and
all such rights shall thereupon become vested in the Collateral Agent, which shall have the sole
and exclusive right and authority to exercise such voting and other consensual rights and powers,
provided that, unless otherwise directed by the Required Lenders, the Collateral Agent
shall have the right from time to time following and during the continuation of an Event of Default
to permit the Grantors to exercise such rights. After all Events of Default have been cured or
waived, the Grantors shall have the right to exercise the voting and consensual rights and powers
that they would otherwise be entitled to exercise pursuant to the terms of Section 3.06(a)(i).




          (d) Any notice given by the Collateral Agent to the Grantors suspending their rights under
Section 3.06(a) (i) may be given by telephone if promptly confirmed in writing, (ii) may be given
to one or more of the Grantors at the same or different times and (iii) may suspend the rights of
the Grantors under Sections 3.06(a)(i) or (a)(iii) in part without suspending all such rights (as
specified by the Collateral Agent in its sole and absolute discretion) and without waiving or
otherwise affecting the Collateral Agent’s rights to give additional notices from time to time
suspending other rights so long as an Event of Default has occurred and is continuing.




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ARTICLE IV




Security Interests in Personal Property




          Section 4.01. Security Interest. (a) As security for the payment or performance, as applicable, in
full of the Obligations, each Grantor hereby grants to the Collateral Agent, its successors and
assigns, for the ratable benefit of the Secured Parties, a security interest (the “Security
Interest”) in all right, title or interest in or to any and all of the following assets and
properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now
has or at any time in the future may acquire any right, title or interest (collectively, the
“Article 9 Collateral”):





     (i) all Accounts;




     (ii) all Chattel Paper;




     (iii) all Documents;




     (iv) all Equipment;




     (v) all General Intangibles;




     (vi) Intellectual Property;




     (vii)
all Instruments;




     (viii)
all Inventory;




     (ix) all Investment Property;




     (x) all Letter-of-credit rights;




     (xi) the commercial tort claims specified on Schedule IV;




     (xii) all books and records pertaining to the Article 9 Collateral; and




     (xiii) to the extent not otherwise included, all Proceeds and products of any and all
of the foregoing and all collateral security, supporting obligations and guarantees given
by any Person with respect to any of the foregoing.


Notwithstanding the foregoing, the Article 9 Collateral shall not include (i) any Equipment that is
subject to a purchase money Lien or Lien securing Capital Lease Obligations, in each case,
permitted under the Credit Agreement to the extent the documents relating to such purchase money
Lien or Capital Lease Obligations would not permit such Equipment to be subject to the Security
Interests created hereby, (ii) any property to the extent that the grant of the Security Interest
in such property is prohibited by any Requirements of Law of any Governmental Authority, (iii) any
contract, license or agreement to the extent that the grant of the Security Interest in such
contract, license or agreement constitutes a breach or default under or results in


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termination of such contract, license, agreement, (iv) any Investment Property or Pledged
Securities to the extent that the grant of the Security Interest in such Investment Property or
Pledged Securities constitutes a breach or default under any applicable shareholder or similar
agreement, except, in each case (i) through (iv), to the extent that such Requirement of Law or the
provision of such contract, license, agreement instrument or other document or shareholder or
similar agreement giving rise to such prohibition, breach, default or termination is ineffective
under applicable law, (v) Equity Interests of Unrestricted Subsidiaries, Restricted Subsidiaries
that are not wholly owned, entities that are Specified Subsidiaries by reason of clauses (ii) or
(iii) of the definition of Specified Subsidiary or entities that are not Subsidiaries (other than
Equity Interests held in any Securities Account), and (vi) more than 65% of the outstanding voting
Equity Interests of any Foreign Subsidiary; it being understood that this paragraph shall not be
seen as excluding from the Article 9 Collateral Proceeds, substitutions or replacements of property
described in clauses (i) through (vi) above unless such Proceeds, substitutions or replacements
would constitute property described in such clauses (i) through (vi).




          (b) Each Grantor hereby irrevocably authorizes the Collateral Agent at any time and from time
to time to file in any relevant jurisdiction any initial financing statements (including fixture
filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that
(i) indicate the Collateral as “all assets” of such Grantor or such other description as the
Collateral Agent may determine and (ii) contain the information required by Article 9 of the
Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement
or amendment, including (A) whether such Grantor is an organization, the type of organization and
any organizational identification number issued to such Grantor and (B) in the case of a financing
statement filed as a fixture filing or covering Article 9 Collateral constituting minerals or the
like to be extracted or timber to be cut, a sufficient description of the real property to which
such Article 9 Collateral relates. Each Grantor agrees to provide such information to the
Collateral Agent promptly upon request.




          Each Grantor also ratifies its authorization for the Collateral Agent to file in any relevant
jurisdiction any initial financing statements (including fixture filings, as applicable) or other
appropriate filings, recordings or registrations or amendments thereto if filed prior to the date
hereof.




          The Collateral Agent is further authorized to file with the United States Patent and Trademark
Office or United States Copyright Office (or any successor office or any similar office in any
other country) such documents as may be necessary or advisable for the purpose of perfecting,
confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor,
without the signature of any Grantor, and naming any Grantor or the Grantors as debtors and the
Collateral Agent as secured party.




          (c) The Security Interest is granted as security only and shall not subject the Collateral
Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of
any Grantor with respect to or arising out of the Article 9 Collateral.




          Section 4.02. Representations and Warranties. The Grantors jointly and severally represent and
warrant to the Collateral Agent and the other Secured Parties that:




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          (a) Each Grantor has good and valid rights in and title to the Article 9 Collateral and has
full power and authority to grant to the Collateral Agent, for the ratable benefit of the Secured
Parties, the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver
and perform its obligations in accordance with the terms in this Agreement, without the consent or
approval of any other Person other than any consent or approval that has been obtained.




          (b) The Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein, including (x) the exact legal name of each Grantor and (y) the
jurisdiction of organization of each Grantor, is correct and complete in all material respects as
of the Effective Date (except that the information referred to in the preceding clauses (x) and (y)
shall not be subject to such materiality qualifier). The Uniform Commercial Code financing
statements (including fixture filings, as applicable) or other appropriate filings, recordings or
registrations prepared by the Collateral Agent based upon the information provided to the
Collateral Agent in the Perfection Certificate for filing at the secretary of state or other
central filing office in each Grantor’s jurisdiction of organization, are all the filings,
recordings and registrations (other than filings required to be made in the United States Patent
and Trademark Office and the United States Copyright Office in order to perfect the Security
Interest in Article 9 Collateral consisting of United States Patents, United States registered
Trademarks (and Trademarks for which United States registration applications are pending) and
United States registered Copyrights) that are necessary to publish notice of and protect the
validity of and to establish a legal, valid and perfected security interest in favor of the
Collateral Agent, for the ratable benefit of the Secured Parties, in respect of all Article 9
Collateral in which the Security Interest may be perfected by filing, recording or registration in
the United States (or any political subdivision thereof) and its territories and possessions, and
no further or subsequent filing, refiling, recording, rerecording, registration or reregistration
is necessary in any such jurisdiction, except as provided under applicable law with respect to the
filing of continuation statements. Each Grantor represents and warrants that a fully executed
agreement in the form hereof or short form hereof and containing a description of all Article 9
Collateral consisting of Intellectual Property with respect to United States Patents and United
States registered Trademarks (and Trademarks for which United States registration applications are
pending) and United States registered Copyrights have been delivered to the Collateral Agent for
recording by the United States Patent and Trademark Office and the United States Copyright Office
pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as
applicable, and otherwise as may be required pursuant to the laws of any other necessary
jurisdiction, to protect the validity of and to establish a legal, valid and perfected security
interest in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, in
respect of all Article 9 Collateral consisting of United States Patents, United States registered
Trademarks (and Trademarks for which United States registration applications are pending) and
United States registered Copyrights in which a security interest may be perfected by filing,
recording or registration in the United States (or any political subdivision thereof) and its
territories and possessions, and no further or subsequent filing, refiling, recording, rerecording,
registration or reregistration is necessary (other than such actions as are necessary to perfect
the Security Interest with respect to any Article 9 Collateral consisting of United States Patents,
United States registered Trademarks (and Trademarks for which United States registration
applications are pending) and United States registered Copyrights acquired or developed after the
date hereof).




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          (c) The Security Interest constitutes (i) a legal and valid security interest in all the
Article 9 Collateral securing the payment and performance of the Obligations, (ii) subject to the
filings described in Section 4.02(b), a perfected security interest in all Article 9 Collateral in
which a security interest may be perfected by filing, recording or registering a financing
statement or analogous document in the United States (or any political subdivision thereof) and its
territories and possessions pursuant to the Uniform Commercial Code or other applicable law in such
jurisdictions and (iii) a security interest that shall be perfected in all Article 9 Collateral in
which a security interest may be perfected upon the receipt and recording of this Agreement with
the United States Patent and Trademark Office and the United States Copyright Office, as
applicable, within the three-month period (commencing as of the date hereof) pursuant to 35 U.S.C.
§ 261 or 15 U.S.C. § 1060 or the one-month period (commencing as of the date hereof) pursuant to 17
U.S.C. § 205 and otherwise as may be required pursuant to the laws of any other necessary
jurisdiction. The Security Interest is and shall be prior to any other Lien on any of the Article
9 Collateral, other than Permitted Encumbrances and Liens that are permitted by the Credit
Agreement and that have priority as a matter of applicable law.




          (d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for
Liens permitted pursuant to Section 6.02 of the Credit Agreement. None of the Grantors has filed
or consented to the filing of (i) any financing statement or analogous document under the Uniform
Commercial Code or any other applicable laws covering any Article 9 Collateral, (ii) any assignment
in which any Grantor assigns any Collateral or any security agreement or similar instrument
covering any Article 9 Collateral with the United States Patent and Trademark Office or the United
States Copyright Office or (iii) any assignment in which any Grantor assigns any Article 9
Collateral or any security agreement or similar instrument covering any Article 9 Collateral with
any foreign governmental, municipal or other office, which financing statement or analogous
document, assignment, security agreement or similar instrument is still in effect, except, in each
case, for Liens permitted pursuant to Section 6.02 of the Credit Agreement.




          Section 4.03. Covenants. (a) Each Grantor agrees promptly (but in no case more than 60 days) to
notify the Collateral Agent in writing of any change (i) in its legal name, (ii) in the location of
its chief executive office or its principal place of business, (iii) in its identity or type of
organization or corporate structure, (iv) in its Federal Taxpayer Identification Number or
organizational identification number or (v) in its jurisdiction of organization. Each Grantor
agrees to promptly provide the Collateral Agent with certified organizational documents reflecting
any of the changes described in the first sentence of this Section 4.03(a). Each Grantor agrees
not to effect or permit any change referred to in the second preceding sentence unless all filings
have been made under the Uniform Commercial Code or otherwise that are required in order for the
Collateral Agent to continue at all times following such change to have a valid, legal and
perfected first priority security interest (subject to Liens permitted under Section 6.02 of the
Credit Agreement that had priority as of the initial grant of such security interest) in the
Article 9 Collateral. Each Grantor agrees promptly to notify the Collateral Agent if any portion
of the Article 9 Collateral material to a Grantor’s business owned or held by such Grantor is
damaged or destroyed.




          (b) Each Grantor agrees to maintain, at its own cost and expense, such complete and accurate
records with respect to the Article 9 Collateral owned by it as is consistent



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with its current practices and in accordance with such standard practices used in industries
that are the same as or similar to those in which such Grantor is engaged, but in any event to
include complete accounting records indicating all payments and proceeds received with respect to
any part of the Article 9 Collateral, and, at such time or times as the Collateral Agent may
reasonably request, promptly to prepare and deliver to the Collateral Agent a duly certified
schedule or schedules in form and detail reasonably satisfactory to the Collateral Agent showing
the identity, amount and location of any and all Article 9 Collateral.




          (c) Each year, at the time of delivery of annual financial statements with respect to the
preceding fiscal year pursuant to Section 5.01(a) of the Credit Agreement, the Borrower shall
deliver to the Collateral Agent a certificate executed by a Financial Officer of the Borrower
setting forth the information required pursuant to the Perfection Certificate or confirming that
there has been no material change in such information since the date of the Perfection Certificate
delivered on the Effective Date or the date of the most recent certificate delivered pursuant to
this Section 4.03(c). Each certificate delivered pursuant to this Section 4.03(c) shall identify
in the format of Schedule III all Intellectual Property of any Grantor in existence on the date
thereof and not then listed on the schedules to the Perfection Certificate previously so identified
to the Collateral Agent.




          (d) Each Grantor shall, at its own expense, take any and all actions necessary to defend title
to the Article 9 Collateral (other than Article 9 Collateral that is deemed by the Board of
Directors of such Grantor to be immaterial to the conduct of its business) against all Persons and
to defend the Security Interest of the Collateral Agent in the Article 9 Collateral and the
priority thereof against any Lien not expressly permitted pursuant to Section 6.02 of the Credit
Agreement. Nothing in this Agreement shall prevent any Grantor from discontinuing the operation or
maintenance of any of its assets or properties if such discontinuance is (x) in the judgment of its
Board of Directors, desirable in the conduct of its business and (y) permitted by the Credit
Agreement.




          (e) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be
duly filed all such further instruments and documents and take all such actions as the Collateral
Agent may from time to time reasonably request to better assure, preserve, protect and perfect the
Security Interest and the rights and remedies created hereby, including the payment of any fees and
taxes required in connection with the execution and delivery of this Agreement, the granting of the
Security Interest and the filing of any financing statements (including fixture filings) or other
documents in connection herewith or therewith. If any amount payable to any Grantor under or in
connection with any of the Article 9 Collateral shall be or become evidenced by any promissory note
or other instrument in excess of $2,000,000 or by any promissory note or other instrument in an
amount that when taken together with any promissory note or other instruments not previously
pledged and endorsed to the Collateral Agent exceeds $5,000,000, such note or instrument shall be
promptly pledged and delivered to the Collateral Agent, duly endorsed in a manner satisfactory to
the Collateral Agent.




          (f) The Collateral Agent and such Persons as the Collateral Agent may reasonably designate
shall have the right, at the Grantors’ own cost and expense, to inspect the Article 9 Collateral,
all records related thereto (and to make extracts and copies from such records) and the premises
upon which any of the Article 9 Collateral is located, to discuss the



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Grantors’ affairs with the officers of the Grantors and their independent accountants and to
verify under reasonable procedures, in accordance with Section 5.09 of the Credit Agreement, the
validity, amount, quality, quantity, value, condition and status of, or any other matter relating
to, the Article 9 Collateral, including, (upon the occurrence and during the continuation of a
Default or with the consent of the applicable Grantor (not to be unreasonably withheld)) in the
case of Accounts or other Article 9 Collateral in the possession of any third person, by contacting
Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making
such a verification. Subject to Section 9.12 of the Credit Agreement, the Collateral Agent shall
have the absolute right to share any information it gains from such inspection or verification with
any Secured Party.




          (g) At its option, the Collateral Agent may discharge past due Taxes, assessments, charges,
fees or Liens at any time levied or placed on the Article 9 Collateral and not permitted pursuant
to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the
Article 9 Collateral to the extent any Grantor fails to do so as required by the Credit Agreement
or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent
on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the
foregoing authorization, provided that nothing in this paragraph shall be interpreted as
excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or
any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect
to Taxes, assessments, charges, fees, Liens and maintenance as set forth in this Agreement or in
the other Loan Documents.




          (h) If at any time any Grantor shall take a security interest in any property of an Account
Debtor or any other Person with a value in excess of $2,000,000 or with a value that when taken
together with the value of any property of an Account Debtor or any other Person not previously
assigned to the Collateral Agent exceeds $5,000,000, to secure payment and performance of an
Account, such Grantor shall promptly assign such security interest to the Collateral Agent. Such
assignment need not be filed of public record unless necessary to continue the perfected status of
the security interest against creditors of and transferees from the Account Debtor or other Person
granting the security interest.




          (i) Each Grantor shall remain liable to observe and perform all the conditions and material
obligations to be observed and performed by it under each contract, agreement or instrument
relating to the Article 9 Collateral, all in accordance with the terms and conditions thereof, and
each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and
the other Secured Parties from and against any and all liability for such performance.




          (j) None of the Grantors shall make or permit to be made an assignment, pledge or
hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9
Collateral, except as permitted by the Credit Agreement. Subject to the immediately following
sentence, none of the Grantors shall make or permit to be made any transfer of the Article 9
Collateral and each Grantor shall remain at all times in possession of the Article 9 Collateral
owned by it, except as permitted by Sections 6.02 and 6.05 of the Credit Agreement. Without
limiting the generality of the foregoing, each Grantor agrees that it shall not permit any
Inventory to be in the possession or control of any warehouseman, agent, bailee, or processor at



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any time unless such Person shall have been notified of the Security Interest and shall have
acknowledged in writing, in form and substance reasonably satisfactory to the Collateral Agent,
that such warehouseman, agent, bailee or processor holds the Inventory for the benefit of the
Collateral Agent subject to the Security Interest and shall act upon the instructions of the
Collateral Agent without further consent from the Grantor, and that such warehouseman, agent,
bailee or processor further agrees to waive and release any Lien held by it with respect to such
Inventory, whether arising by operation of law or otherwise; provided that such notice and
acknowledgement shall not be required if the aggregate fair value of Inventory in the possession of
or subject to the control of such warehouseman, agent, bailee or processor who has not been so
notified and provided such acknowledgement is less than $2,000,000 and the aggregate fair value of
Inventory in the possession of or subject to the control of all warehousemen, agents, bailees and
processors who have not been so notified and provided such acknowledgement is less than $5,000,000.




          (k) None of the Grantors will, without the Collateral Agent’s prior written consent, grant any
extension of the time of payment of any Accounts included in the Article 9 Collateral, compromise,
compound or settle the same for less than the full amount thereof, release, wholly or partly, any
Person liable for the payment thereof or allow any credit or discount whatsoever thereon, other
than compromises, compoundings, settlements and collections made in the ordinary course of business
or in accordance with the reasonable business judgment of such Grantor.




          (l) The Grantors, at their own expense, shall maintain or cause to be maintained insurance
covering physical loss or damage to the Inventory and Equipment in accordance with the requirements
set forth in Section 5.07 of the Credit Agreement. Each Grantor irrevocably makes, constitutes and
appoints the Collateral Agent (and all officers, employees or agents designated by the Collateral
Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the
occurrence and during the continuation of an Event of Default, of making, settling and adjusting
claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such
Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies
of insurance and for making all determinations and decisions with respect thereto. In the event
that any Grantor at any time or times shall fail to obtain or maintain any of the policies of
insurance required under the Credit Agreement or to pay any premium in whole or part relating
thereto, the Collateral Agent may, without waiving or releasing any obligation or liability of the
Grantors hereunder or any Event of Default, in its sole reasonable discretion, obtain and maintain
such policies of insurance and pay such premium and take any other actions with respect thereto as
the Collateral Agent deems advisable. All sums disbursed by the Collateral Agent in connection
with this paragraph, including reasonable attorneys’ fees, court costs, out-of-pocket expenses and
other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral
Agent and shall be additional Obligations secured hereby.




          (m) Each Grantor shall maintain, in form and manner reasonably satisfactory to the Collateral
Agent, records of its Chattel Paper and its books, records and documents evidencing or pertaining
thereto.




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          Section 4.04. Other Actions. In order to insure the attachment, perfection and priority of, and the
ability of the Collateral Agent to enforce, the Security Interest, each Grantor agrees, in each
case at such Grantor’s own expense, to take the following actions with respect to the following
Article 9 Collateral:




          (a) Instruments and Tangible Chattel Paper. Each Grantor represents and warrants that
each Instrument and each item of Tangible Chattel Paper with a value in excess of $2,000,000 in
existence on the date hereof has been properly endorsed, assigned and delivered to the Collateral
Agent, accompanied by instruments of transfer or assignment duly executed in blank or otherwise
acceptable to the Collateral Agent. If any Grantor shall at any time hold or acquire any
Instruments or Chattel Paper with a value in excess of $2,000,000 or any Instrument or Chattel
Paper with a value that when taken together with the value of any Instrument or Chattel Paper not
previously endorsed, assigned and delivered to the Collateral Agent exceeds $10,000,000, such
Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent, accompanied
by such undated instruments of transfer or assignment duly executed in blank or otherwise
acceptable to the Collateral Agent as the Collateral Agent may from time to time reasonably
request.




          (b) Electronic Chattel Paper and Transferable Records. If any Grantor at any time
holds or acquires an interest in any electronic chattel paper or any “transferable record,” as that
term is defined in Section 201 of the Federal Electronic Signatures in Global and National Commerce
Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction, such Grantor shall promptly notify the Collateral Agent thereof and, at the request
of the Collateral Agent, shall take such action as the Collateral Agent may reasonably request to
vest in the Collateral Agent control under New York UCC Section 9-105 of such electronic chattel
paper or control under Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or, as applicable, Section 16 of the Uniform Electronic Transactions Act, as in effect
in such jurisdiction, of such transferable record. The Collateral Agent agrees with such Grantor
that the Collateral Agent will arrange, pursuant to procedures reasonably satisfactory to the
Collateral Agent and so long as such procedures will not result in the Collateral Agent’s loss of
control, for the Grantor to make alterations to the electronic chattel paper or transferable record
permitted under UCC Section 9-105 or, as applicable, Section 201 of the Federal Electronic
Signatures in Global and National Commerce Act or Section 16 of the Uniform Electronic Transactions
Act for a party in control to allow without loss of control, unless an Event of Default has
occurred and is continuing or would occur after taking into account any action by such Grantor with
respect to such electronic chattel paper or transferable record.




          Section 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral.




          (a) Each Grantor agrees that it will not do any act or omit to do any act (and will exercise
commercially reasonable efforts to prevent its licensees from doing any act or omitting to do any
act) whereby any Patent that is material to the conduct of such Grantor’s business would become
invalidated or dedicated to the public, and agrees that it shall continue to mark any products
covered by a Patent with the relevant patent number as necessary and sufficient in its reasonable
judgment to establish and preserve its material rights under applicable patent laws.




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          (b) Each Grantor (either itself or through its licensees or its sublicensees) will, for each
Trademark material to the conduct of such Grantor’s business, (i) maintain such Trademark in full
force free from any claim of abandonment or invalidity for non-use, (ii) use commercially
reasonable efforts to maintain the quality of products and services offered under such Trademark,
(iii) display such Trademark with notice of Federal or foreign registration (or, if such Trademark
is unregistered, display such Trademark with notice as required for unregistered Trademarks) to the
extent necessary and sufficient to establish and preserve its maximum rights under applicable law
and (iv) not knowingly use or knowingly permit the use of such Trademark in any violation of any
third party rights.




          (c) Each Grantor (either itself or through its licensees or sublicensees) will, for each work
covered by a Copyright material to the conduct of such Grantor’s business, continue to publish,
reproduce, display, adopt and distribute the work with appropriate copyright notice as necessary
and sufficient in its reasonable judgment to establish and preserve its material rights under
applicable copyright laws.




          (d) Each Grantor shall notify the Collateral Agent promptly if it knows that any Patent,
Trademark or Copyright material to the conduct of its business could reasonably be expected to
become abandoned, lost or dedicated to the public, or of any materially adverse determination or
development (including the institution of, or any such determination or development in, any
proceeding in the United States Patent and Trademark Office, United States Copyright Office or any
court or similar office of any country) regarding such Grantor’s ownership of any Patent, Trademark
or Copyright, its right to register the same, or its right to keep and maintain the same.




          (e) In no event shall any Grantor, either itself or through any agent, employee, licensee or
designee, file an application with respect to any Patent, Trademark or Copyright (or for the
registration of any Trademark or Copyright) with the United States Patent and Trademark Office,
United States Copyright Office or any office or agency in any political subdivision of the United
States or in any other country or any political subdivision thereof, unless it promptly informs the
Collateral Agent and, upon request of the Collateral Agent, executes and delivers any and all
agreements, instruments, documents and papers as the Collateral Agent may reasonably request to
evidence the Collateral Agent’s security interest in such Patent, Trademark or Copyright, and each
Grantor hereby appoints the Collateral Agent as its attorney-in-fact to execute and file such
writings as are reasonably necessary for the foregoing purposes, all acts of such attorney being
hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable.




          (f) Each Grantor will take all reasonably necessary steps that are consistent with the
practice in any proceeding before the United States Patent and Trademark Office, United States
Copyright Office or any office or agency in any political subdivision of the United States or in
any other country or any political subdivision thereof, to maintain and pursue each registration or
application that is material to the conduct of such Grantor’s business relating to the Patents,
Trademarks and/or Copyrights (and to obtain the relevant grant or registration) and to maintain
each issued Patent and each registration of the Trademarks and Copyrights that is material to the
conduct of any Grantor’s business, including timely filings of applications for renewal, affidavits
of use, affidavits of incontestability and payment of maintenance fees, and, if



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consistent with good business judgment, to initiate opposition, interference and cancellation
proceedings against third parties.




          (g) In the event that any Grantor knows that any Article 9 Collateral consisting of a Patent,
Trademark or Copyright material to the conduct of any Grantor’s business has been or is about to be
infringed, misappropriated or diluted by a third party, such Grantor promptly shall notify the
Collateral Agent and shall, if consistent with good business judgment, promptly sue for
infringement, misappropriation or dilution and to recover any and all damages for such
infringement, misappropriation or dilution (and take any actions required by applicable law prior
to instituting such suit), and take such other actions as are appropriate under the circumstances
to protect such Article 9 Collateral. Nothing in this Agreement shall prevent any Grantor from
discontinuing the use or maintenance of any Article 9 Collateral consisting of a Patent, Trademark
or Copyright, or require any Grantor to pursue any claim of infringement, misappropriation or
dilution, if (x) such Grantor so determines in its good business judgment and (y) it is not
prohibited by the Credit Agreement.




          (h) Upon and during the continuation of an Event of Default, each Grantor shall, at the
request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite
consents or approvals by the licensor of each Copyright License, Patent License or Trademark
License to effect the assignment of all such Grantor’s right, title and interest thereunder to the
Collateral Agent or its designee.




ARTICLE V




Remedies




          Section
5.01. Remedies upon Default. Upon the occurrence and during the continuation of an Event of
Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand,
and it is agreed that the Collateral Agent shall have the right to take any of or all the following
actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of
Intellectual Property, on demand, to cause the Security Interest to become an assignment, transfer
and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the
Collateral Agent, for the ratable benefit of the Secured Parties, or to license or sublicense,
whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such
Article 9 Collateral throughout the world on such terms and conditions and in such manner as the
Collateral Agent shall determine (other than in violation of any then-existing licensing
arrangements to the extent that waivers cannot be obtained), and (b) with or without legal process
and with or without prior notice or demand for performance, to take possession of the Article 9
Collateral and without liability for trespass to enter any premises where the Article 9 Collateral
may be located for the purpose of taking possession of or removing the Article 9 Collateral and,
generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial
Code or other applicable law. Without limiting the generality of the foregoing, each Grantor
agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of
applicable law, to sell or otherwise dispose of all or any part of the Collateral at a public or
private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for
future delivery as the Collateral Agent shall deem




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appropriate. Each such purchaser at any sale of Collateral shall hold the property sold
absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now
has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted.




          The Collateral Agent shall give the applicable Grantors 10 days’ written notice (which each
Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its
equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of
Collateral. Such notice, in the case of a public sale, shall state the time and place for such
sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the
board or exchange at which such sale is to be made and the day on which the Collateral, or portion
thereof, will first be offered for sale at such board or exchange. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the
Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate
parcels, as the Collateral Agent may determine in its sole and absolute discretion. The Collateral
Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so,
regardless of the fact that notice of sale of such Collateral shall have been given. The
Collateral Agent may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place fixed for sale,
and such sale may, without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on credit or for future
delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is
paid by the purchaser or purchasers thereof, but the Collateral Agent and the other Secured Parties
shall not incur any liability in case any such purchaser or purchasers shall fail to take up and
pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again
upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant
to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law)
from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all said
rights being also hereby waived and released to the extent permitted by law), the Collateral or any
part thereof offered for sale and may make payment on account thereof by using any claim then due
and payable to such Secured Party from any Grantor as a credit against the purchase price, and such
Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such
property without further accountability to any Grantor therefor. For purposes hereof, a written
agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor
shall be entitled to the return of the Collateral or any portion thereof subject thereto,
notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement,
all Events of Default shall have been remedied and the Obligations paid in full. As an alternative
to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a
suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any
portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction
or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of
this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided
in Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions.



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          Section 5.02. Application of Proceeds. The proceeds received by the Collateral Agent in respect of
any sale of, collection from or other realization upon all or any part of the Collateral pursuant
to the exercise by the Collateral Agent of its remedies shall be applied, in full or in part,
together with any other sums then held by the Collateral Agent pursuant to the Loan Documents,
promptly by the Collateral Agent as follows:





     (a) First, to the payment of all reasonable costs and expenses, fees, commissions and
taxes of such sale, collection or other realization including compensation to the Collateral
Agent, the Administrative Agent, their respective agents and counsel, and all expenses,
liabilities and advances made or incurred by the Collateral Agent and Administrative Agent
in connection therewith and all amounts for which the Collateral Agent and Administrative
Agent are entitled to indemnification pursuant to the provisions of any Loan Document,
together with interest on each such amount at the highest rate then in effect under the
Credit Agreement from and after the date such amount is due, owing or unpaid until paid in
full;




     (b) Second, to the payment of all other reasonable costs and expenses of such sale,
collection or other realization including compensation to the other Secured Parties and
their agents and counsel and all costs, liabilities and advances made or incurred by the
other Secured Parties in connection therewith, together with interest on each such amount at
the highest rate then in effect under the Credit Agreement from and after the date such
amount is due, owing or unpaid until paid in full;




     (c) Third, without duplication of amounts applied pursuant to clauses (a) and (b)
above, to the indefeasible payment in full in cash, pro rata, of interest and other amounts
constituting Obligations (other than principal, reimbursement obligations pursuant to
Section 2.05(e) of the Credit Agreement and obligations to cash collateralize Letters of
Credit) and any fees, premiums and scheduled periodic payments due under Swap Agreements or
Treasury Services Agreements constituting Obligations and any interest accrued thereon, in
each case equally and ratably in accordance with the respective amounts thereof then due and
owing;




     (d) Fourth, to the indefeasible payment in full in cash, pro rata, of principal amount
of the Obligations and any premium thereon (including reimbursement obligations pursuant to
Section 2.05(e) of the Credit Agreement and obligations to cash collateralize Letters of
Credit) and any breakage, termination or other payments under Swap Agreements and Treasury
Services Agreements constituting Obligations and any interest accrued thereon; and




     (e) Fifth, the balance, if any, to the person lawfully entitled thereto (including the
applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction
may direct.




     In the event that any such proceeds are insufficient to pay in full the items described
in clauses (a) through (e) of this Section 5.02, the Loan Parties shall remain liable,
jointly and severally, for any deficiency.



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The Collateral Agent shall have sole and absolute discretion as to the time of application of any
such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral
by the Collateral Agent (including pursuant to a power of sale granted by statute or under a
judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall
be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such
purchaser or purchasers shall not be obligated to see to the application of any part of the
purchase money paid over to the Collateral Agent or such officer or be answerable in any way for
the misapplication thereof.



          Section 5.03. Grant of License To Use Intellectual Property. For the purpose of enabling the
Collateral Agent to exercise rights and remedies under this Agreement at such time as the
Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor
hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without
payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the
Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such
Grantor, and wherever the same may be located, and including in such license reasonable access to
all media in which any of the licensed items may be recorded or stored and to all computer software
and programs used for the compilation or printout thereof. The use of such license by the
Collateral Agent shall be exercised, at the option of the Collateral Agent, only upon the
occurrence and during the continuation of an Event of Default, provided that any license,
sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall
be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.



          Section 5.04. Securities Act. In view of the position of the Grantors in relation to the Pledged
Collateral, or because of other current or future circumstances, a question may arise under the
Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted
analogous in purpose or effect (such Act and any such similar statute as from time to time in
effect being called the “Federal Securities Laws”) with respect to any disposition of the
Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal
Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the
Collateral Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might
also limit the extent to which or the manner in which any subsequent transferee of any Pledged
Collateral could dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged
Collateral under applicable Blue Sky or other state securities laws or similar laws analogous in
purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the
Collateral Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to
those who will agree, among other things, to acquire such Pledged Collateral for their own account,
for investment, and not with a view to the distribution or resale thereof. Each Grantor
acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent,
in its sole and absolute discretion (a) may proceed to make such a sale whether or not a
registration statement for the purpose of registering such Pledged Collateral or part thereof shall
have been filed under the Federal Securities Laws and (b) may approach and negotiate with a single
potential purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale
might result in prices and other terms less favorable to the seller than if such sale were a public
sale without such restrictions. In the event of any such sale, the



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Collateral Agent shall incur no responsibility or liability for selling all or any part of the
Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may
in good faith deem reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might have been realized if the sale were deferred until after
registration as aforesaid or if more than a single purchaser were approached. The provisions of
this Section 5.04 will apply notwithstanding the existence of a public or private market upon which
the quotations or sales prices may exceed substantially the price at which the Collateral Agent
sells.



          Section 5.05. Medicare/Medicaid. The parties hereto understand and agree that the
exercise of remedies hereunder with respect to receivables from Medicare or Medicaid may be subject
to applicable federal laws.




ARTICLE VI




Indemnity, Subrogation and Subordination




          Section 6.01. Indemnity and Subrogation. In addition to all such rights of indemnity and
subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the
Borrower agrees that (a) in the event a payment of any Obligation shall be made by any Guarantor
under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such
payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment
shall have been made to the extent of such payment and (b) in the event any assets of any Grantor
shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in
part any Obligation owed to any Secured Party, the Borrower shall indemnify such Grantor in an
amount equal to the fair value of the assets so sold.




          Section 6.02. Contribution and Subrogation. Each Guarantor and Grantor (a “Contributing
Party”) agrees (subject to Section 6.03) that, in the event a payment shall be made by any
other Guarantor hereunder in respect of any Obligation or assets of any other Grantor shall be sold
pursuant to any Security Document to satisfy any Obligation owed to any Secured Party and such
other Guarantor or Grantor (the “Claiming Party”) shall not have been fully indemnified by
the Borrower as provided in Section 6.01, the Contributing Party shall indemnify the Claiming Party
in an amount equal to the amount of such payment or the greater of the book value or the fair value
of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall
be the net worth of the Contributing Party on the date hereof (or, in the case any Guarantor or
Grantor becomes a party hereto pursuant to Section 7.14, the date of the last supplement hereto
executed and delivered by a Guarantor or Grantor) and the denominator shall be the aggregate net
worth of all the Guarantors and Grantors on the date hereof (or, in the case any Guarantor or
Grantor becomes a party hereto pursuant to Section 7.14, the date of the last supplement hereto
executed and delivered by a Guarantor or Grantor). Any Contributing Party making any payment to a
Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming
Party under Section 6.01 to the extent of such payment.




          Section 6.03.
Subordination. Notwithstanding any provision in this Agreement to the contrary, all
rights of the Guarantors and Grantors under Sections 6.01 and 6.02 and all



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other rights of indemnity, contribution or subrogation under applicable law or otherwise shall
be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure
on the part of the Borrower or any Guarantor or Grantor to make the payments required by Sections
6.01 and 6.02 (or any other payments required under applicable law or otherwise) shall in any
respect limit the obligations and liabilities of any Guarantor or Grantor with respect to its
Obligations hereunder, and each Guarantor and Grantor shall remain liable for the full amount of
the Obligations of such Guarantor or Grantor hereunder.




ARTICLE VII




Miscellaneous




          Section 7.01.
Notices. All communications and notices hereunder shall (except as otherwise
expressly permitted in this Agreement) be in writing and given as provided in Section 9.01 of the
Credit Agreement, provided that any communication or notice hereunder from the Collateral
Agent to any Loan Party upon the occurrence and during the continuation of an Event of Default may
be given by telephone if promptly confirmed in writing. All communications and notices hereunder
to any Subsidiary Loan Party shall be given to it in care of the Borrower as provided for notices
to the Borrower in Section 9.01 of the Credit Agreement.




          Section 7.02.
Waivers; Amendment. (a) No failure or delay by any Secured Party in exercising any
right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Secured
Parties hereunder and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies that they would otherwise have. No waiver of any provision in this Agreement or
consent to any departure by any Loan Party therefrom shall in any event be effective unless the
same shall be permitted Section 7.02(b), and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether any Secured Party may have had notice or knowledge of
such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan
Party to any other or further notice or demand in similar or other circumstances.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Loan
Party or Loan Parties with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 9.02 of the Credit Agreement.




          Section 7.03.
Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree
that the Collateral Agent shall be entitled to reimbursement of its reasonable out-of-pocket
expenses incurred hereunder as provided in Section 9.03 of the Credit Agreement.




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          (b) Without limitation of its indemnification obligations under the other Loan Documents, each
Grantor and each Guarantor jointly and severally agrees to indemnify the Collateral Agent and the
other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
out-of-pocket expenses, including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or
as a result of, the execution, delivery or performance of this Agreement or any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing
agreements or instruments contemplated hereby, or to the Collateral, whether or not any Indemnitee
is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or related out-of-pocket
expenses are finally judicially determined by a non-appealable judgment of a court of competent
jurisdiction to have resulted from the gross negligence, bad faith or wilful misconduct of, or
breach of the Loan Documents by, such Indemnitee.




          (c) Any such amounts payable as provided hereunder shall be additional Obligations secured
hereby and by the other Security Documents. The provisions of this Section 7.03 shall remain
operative and in full force and effect regardless of the termination of this Agreement or any other
Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of
the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or
any other Loan Document, or any investigation made by or on behalf of the Collateral Agent or any
other Secured Party. All amounts due under this Section 7.03 shall be payable on written demand
therefor.




          Section 7.04.
Successors and Assigns. Whenever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the permitted successors and assigns of such
party; and all covenants, promises and agreements by or on behalf of any Guarantor, Grantor or the
Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their
respective successors and assigns and shall inure to the benefit of the other Secured Parties and
their respective successors and assigns.




          Section 7.05. Survival of Agreement. All covenants, agreements, representations and warranties made
by the Loan Parties in the Loan Documents and in the certificates or other instruments prepared or
delivered in connection with or pursuant to this Agreement or any other Loan Document shall be
considered to have been relied upon by the Lenders and shall survive the execution and delivery of
the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of
any investigation made by any Lender or on its behalf and notwithstanding that the Administrative
Agent, the Collateral Agent, the Issuing Bank or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is extended under the Credit
Agreement, and shall continue in full force and effect as long as the principal of or any accrued
interest on any Loan or any fee or any other amount payable under any Loan Document is outstanding
and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired
or terminated.




          Section 7.06.
Counterparts; Effectiveness; Several Agreement. This Agreement may be executed in
counterparts, each of which shall constitute an original but all of which,



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when taken together, shall constitute single contract. Delivery of an executed signature page
to this Agreement by facsimile or electronic transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement. This Agreement shall become effective as to any
Loan Party when a counterpart hereof executed on behalf of such Loan Party shall have been
delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of
the Collateral Agent, and thereafter shall be binding upon such Loan Party and the Collateral Agent
and their respective permitted successors and assigns, and shall inure to the benefit of such Loan
Party, the Administrative Agent, the Collateral Agent and the other Secured Parties and their
respective successors and assigns, except that no Loan Party shall have the right to assign or
transfer its rights or obligations hereunder or any interest in this Agreement or in the Collateral
(and any such assignment or transfer shall be void) except as contemplated by this Agreement or the
Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each
Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan
Party without the approval of any other Loan Party and without affecting the obligations of any
other Loan Party hereunder.




          Section 7.07. Severability. Any provision in this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; the invalidity of a particular provision in a
particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties
shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.




          Section 7.08. Right of Set-Off. If an Event of Default shall have occurred and be continuing, each
Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at any time owing by
such Lender or Affiliate to or for the credit or the account of any Loan Party against any of and
all the obligations of such Loan Party now or hereafter existing under this Agreement owed to such
Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement
and although such obligations may be unmatured. The applicable Lender shall notify the Borrower,
the Collateral Agent and the Administrative Agent of such set-off or application, provided
that any failure to give or any delay in giving such notice shall not affect the validity of any
such set-off or application under this Section 7.08. The rights of each Lender under this Section
7.08 are in addition to other rights and remedies (including other rights of set-off) which such
Lender may have.




          Section 7.09.
Governing Law; Jurisdiction; Consent to Service of Process.
 (a) This Agreement shall be construed in accordance with and governed by the law of the State
of New York.




          (b) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York
sitting in New York County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any



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action or proceeding arising out of or relating to this Agreement or any other Loan Document,
or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
Federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that the Collateral Agent, the Issuing Bank, any Lender or any Loan Party may
otherwise have to bring any action or proceeding relating to this Agreement or any other Loan
Document in the courts of any jurisdiction.




          (c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or hereafter have to the
laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in Section 7.09(b). Each of the parties hereto
hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.




          (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 7.01. Nothing in this Agreement or any other Loan Document will
affect the right of any party to this Agreement to serve process in any other manner permitted by
law.




          Section 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 7.10.




          Section 7.11.
Headings. Article and Section headings and the Table of Contents used in this
Agreement are for convenience of reference only, are not part of this Agreement and are not to
affect the construction of, or to be taken into consideration in interpreting, this Agreement.




          Section 7.12. Security Interest Absolute. All rights of the Collateral Agent hereunder, the
Security Interest, the grant of a security interest in the Pledged Collateral and all obligations
of each Grantor and Guarantor hereunder shall be absolute and unconditional irrespective of (a) any
lack of validity or enforceability of the Credit Agreement, any other Loan



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Document, any agreement with respect to any of the Obligations or any other agreement or
instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment
of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or
any consent to any departure from the Credit Agreement, any other Loan Document or any other
agreement or instrument, (c) any exchange, release or non-perfection of any Lien on other
collateral, or any release or amendment or waiver of or consent under or departure from any
guarantee, securing or guaranteeing all or any of the Obligations, or (d) any other circumstance
that might otherwise constitute a defense available to, or a discharge of, any Grantor or Guarantor
in respect of the Obligations or this Agreement.




          Section 7.13.
Termination or Release. (a) This Agreement and the Guarantees made in this Agreement
shall terminate and the Security Interest and all other security interests granted hereby shall be
automatically released when all the Loan Document Obligations (other than wholly contingent
indemnification obligations not then due) have been indefeasibly paid in full and the Lenders have
no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero
and the Issuing Bank has no further obligations to issue Letters of Credit under the Credit
Agreement.




          (b) A Person which was a Loan Party immediately prior to the consummation of any transaction
permitted by the Credit Agreement shall automatically be released from its obligations hereunder
and the Security Interest in the Collateral of such Person shall be automatically released upon the
consummation of any transaction permitted by the Credit Agreement as a result of which such Person
ceases to be a Loan Party.




          (c) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under
the Credit Agreement, or upon the effectiveness of any written consent to the release of the
security interest granted hereby in any Collateral pursuant to Section 9.02 of the Credit
Agreement, the security interest in such Collateral shall be automatically released.




          (d) In connection with any termination or release pursuant to Sections 7.13(a), (b) or (c),
the Collateral Agent shall execute and deliver to any Person, at such Person’s expense, all
documents that such Person shall reasonably request to evidence such termination or release of its
obligations or the Security Interests in its Collateral. Any execution and delivery of documents
pursuant to this Section 7.13 shall be without recourse to or warranty by the Collateral Agent.
Without limiting the provisions of Section 7.03, the Borrower shall reimburse the Collateral Agent
upon demand for all reasonable costs and out of pocket expenses, including the reasonable fees,
charges and disbursements of counsel, incurred by it in connection with any action contemplated by
this Section 7.13.




          Section 7.14.
Additional Subsidiaries. Pursuant to Section 5.12 of the Credit Agreement, certain
Subsidiaries of a Loan Party that were not in existence or not a Subsidiary on the date of the
Credit Agreement are required to enter in this Agreement as a Subsidiary Loan Party upon becoming
such a Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an
instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party
hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this
Agreement. The execution and delivery of any such instrument shall not require the consent of any
other Loan Party hereunder. The rights and obligations of



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each Loan Party hereunder shall remain in full force and effect notwithstanding the addition
of any new Loan Party as a party to this Agreement.




          Section 7.15.
Collateral Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the
Collateral Agent the attorney-in-fact of such Grantor for the purpose of carrying out the
provisions of this Agreement and taking any action and executing any instrument that the Collateral
Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is
irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the
Collateral Agent shall have the right, upon the occurrence and during the continuation of an Event
of Default, with full power of substitution either in the Collateral Agent’s name or in the name of
such Grantor (except to the extent such action would be prohibited by applicable law with respect
to Medicare and Medicaid receivables) (a) to receive, endorse, assign and/or deliver any and all
notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the
Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and
give discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor
on any invoice or bill of lading relating to any of the Collateral; (d) to send verifications of
Accounts Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions
or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise
realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f)
to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all
or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to
make payment directly to the Collateral Agent; and (h) to use, sell, assign, transfer, pledge, make
any agreement with respect to or otherwise deal with all or any of the Collateral, and to do all
other acts and things necessary to carry out the purposes of this Agreement, as fully and
completely as though the Collateral Agent were the absolute owner of the Collateral for all
purposes, provided that nothing in this Agreement contained shall be construed as requiring
or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature
or sufficiency of any payment received by the Collateral Agent, or to present or file any claim or
notice, or to take any action with respect to the Collateral or any part thereof or the moneys due
or to become due in respect thereof or any property covered thereby. The Collateral Agent and the
other Secured Parties shall be accountable only for amounts actually received as a result of the
exercise of the powers granted to them in this Agreement, and neither they nor their officers,
directors, employees or agents shall be responsible to any Grantor for any act or failure to act
hereunder, except for their own gross negligence or willful misconduct.




          Section 7.16.
Further Assurances. Notwithstanding anything to the contrary herein, the parties
hereto agree to comply with the requirements set forth in Section 5.13 of the Credit Agreement.




[Signature Pages to Follow]





-32-









 








          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.




	 	 	 	 	 
	 	USPI HOLDINGS INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	UNITED SURGICAL PARTNERS 
INTERNATIONAL, INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	EACH OF THE SUBSIDIARIES

LISTED ON SCHEDULE I HERETO,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIBANK, N.A., AS COLLATERAL AGENT,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-33-









 






	 	 	 	 	 



Exhibit I to the

Collateral Agreement





     SUPPLEMENT
NO. ___ dated as of [     ], to the Guarantee and Collateral Agreement dated as of
April 19, 2007 as the same may be amended or otherwise modified from time to time (the “Collateral
Agreement”), among UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware corporation (the
“Borrower”), USPI HOLDINGS INC., a Delaware corporation, each subsidiary of the Borrower
listed on Schedule I thereto (each such subsidiary individually a “Subsidiary
Guarantor” and collectively, the “Subsidiary Guarantors”; the Subsidiary
Guarantors, Holdings and the Borrower are referred to collectively herein as the
“Grantors”) and CITIBANK, N.A., (“Citibank”), as Collateral Agent (in such
capacity, the “Collateral Agent”).



          A. Reference is made to the Credit Agreement dated as of April 19, 2007 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the
Borrower, Holdings, the lenders from time to time party thereto, Citibank, as Administrative Agent,
Lehman Brothers Inc., as Syndication Agent, and Bear Stearns Corporate Lending Inc., Suntrust Bank
and UBS Securities LLC, as Co-Documentation Agents.




          B. Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall
have the meanings assigned to such terms in the Credit Agreement and the Collateral Agreement
referred to therein.




          C. The Grantors have entered into the Collateral Agreement in order to induce the Lenders to
make Loans and the Issuing Bank to issue Letters of Credit. Section 7.14 of the Collateral
Agreement provides that additional Subsidiaries of the Borrower may become Subsidiary Loan Parties
under the Collateral Agreement by execution and delivery of an instrument in the form of this
Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement
in accordance with the requirements of the Credit Agreement to become a Subsidiary Loan Party under
the Collateral Agreement in order to induce the Lenders to make additional Loans and the Issuing
Bank to issue additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued.




          Accordingly, the Collateral Agent and the New Subsidiary agree as follows:




          SECTION 1. In accordance with Section 7.14 of the Collateral Agreement, the New Subsidiary by
its signature below becomes a Subsidiary Loan Party, a Grantor and a Guarantor under the Collateral
Agreement with the same force and effect as if originally named therein as a Subsidiary Loan Party,
a Grantor and a Guarantor and the New Subsidiary hereby (a) agrees to all the terms and provisions
of the Collateral Agreement applicable to it as a Subsidiary Loan Party, Grantor and Guarantor
thereunder and (b) represents and warrants that the representations and warranties made by it as a
Grantor and Guarantor thereunder are true and correct on and as of the date hereof. In furtherance
of the foregoing, the New Subsidiary, as security for the payment and performance in full of the
Obligations (as defined in the Collateral Agreement), does hereby create and grant to the
Collateral Agent, its successors and assigns, for



Exh. I-1









 






the ratable benefit of the Secured Parties, their successors and assigns, a security interest
in and lien on all the New Subsidiary’s right, title and interest in and to the Collateral (as
defined in the Collateral Agreement) of the New Subsidiary. Each reference to a “Guarantor” or
“Grantor” in the Collateral Agreement shall be deemed to include the New Subsidiary. The
Collateral Agreement is hereby incorporated in this Agreement by reference.




          SECTION 2. The New Subsidiary represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance with its
terms.




          SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Supplement
shall become effective when the Collateral Agent shall have received a counterpart of this
Supplement that bears the signature of the New Subsidiary and the Collateral Agent has executed a
counterpart hereof. Delivery of an executed signature page to this Supplement by facsimile
transmission shall be as effective as delivery of a manually signed counterpart of this Supplement.




          SECTION 4. The New Subsidiary hereby represents and warrants that set forth under its
signature hereto is (i) the true and correct legal name of the New Subsidiary, (ii) its
jurisdiction of formation, (iii) its Federal Taxpayer Identification Number or its organizational
identification number and (iv) the location of its chief executive office.




          SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in
full force and effect.




          SECTION 6. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.




          SECTION 7. Any provision of this Supplement held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof and in the Collateral Agreement; the invalidity of a particular
provision in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal or unenforceable provisions with valid provisions the economic effect of which comes as
close as possible to that of the invalid, illegal or unenforceable provisions.




          SECTION 8. All communications and notices hereunder shall be in writing and given as provided
in Section 7.01 of the Collateral Agreement.




          SECTION 9. The New Subsidiary agrees to reimburse the Collateral Agent for its reasonable
out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other
charges and disbursements of counsel for the Collateral Agent.




Exh. I-2









 








          IN WITNESS WHEREOF, the New Subsidiary and the Collateral Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above written.




	 	 	 	 	 
	 	[NAME OF NEW SUBSIDIARY],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Legal Name:

Jurisdiction of Formation:

Location of Chief Executive Office:

 	 
	 	 	 
	 	CITIBANK, N.A., AS COLLATERAL AGENT,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Exh. I-3









 






	 	 	 	 	 



Schedule I

to the Supplement No. __

to the Collateral Agreement




LOCATION OF COLLATERAL




	 	 	 
	Description

	 	Location
	 

	 	 





EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Number and	 	 	 	 
	 	 	Number of	 	 	Registered	 	 	Class of	 	 	Percentage of	 
	Issuer	 	Certificate	 	 	Owner	 	 	Equity Interests	 	 	Equity Interests	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





DEBT SECURITIES




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Principal	 	 	 	 	 	 	 
	Issuer	 	Amount	 	 	Date of Note	 	 	Maturity Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





INTELLECTUAL PROPERTY




I. Copyrights




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	 	Expiration	 
	Registered Owner	 	Title	 	 	Number	 	 	Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





II. Copyright Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	 	Date	 
	Registered Owner	 	Title	 	 	Number	 	 	Filed	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





 









 






III. Copyright Licenses




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration	 	 	Expiration	 
	Licensee	 	Licensor	 	 	Title	 	 	Number	 	 	Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





IV. Patents




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	 	Expiration	 
	Registered Owner	 	Mark	 	 	Number	 	 	Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





V. Patent Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	 	Date	 
	Registered Owner	 	Mark	 	 	Number	 	 	Filed	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





VI. Patent Licenses




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration	 	 	Expiration	 
	Licensee	 	Licensor	 	 	Mark	 	 	Number	 	 	Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





VII. Trademarks




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	 	Expiration	 
	Registered Owner	 	Type	 	 	Number	 	 	Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





-2-









 






VIII. Trademark Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	 	Date	 
	Registered Owner	 	Type	 	 	Number	 	 	Filed	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





IX. Trademark Licenses




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration	 	 	Expiration	 
	Licensee	 	Licensor	 	 	Type	 	 	Number	 	 	Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






-3-











 





Exhibit D




PERFECTION CERTIFICATE




     Reference is hereby made to (i) that certain Collateral Agreement dated as of [
              ], 2007 (the “Collateral Agreement”), between United Surgical Partners International,
Inc., a Delaware corporation (“Borrower”), USPI Holdings, Inc., a Delaware corporation
(“Holdings”), the Guarantors party thereto (collectively, the “Guarantors”) and the
Collateral Agent (as hereinafter defined) and (ii) that certain Credit Agreement dated as of [
              ], 2007 (the “Credit Agreement”) among the Borrower, Holdings, the
Guarantors, certain other parties thereto and Citibank, N.A., as Collateral Agent (in such
capacity, the “Collateral Agent”). Capitalized terms used but not defined herein have the
meanings assigned in the Credit Agreement or the Collateral Agreement, as applicable.



     As used herein, the term “Companies” means Holdings, Borrower and each of its Domestic
Subsidiaries and the term “Loan Parties” means Holdings, Borrower and each of its wholly
owned Domestic Subsidiaries.



     The undersigned hereby certify to the Collateral Agent as follows as of the date hereof:



     1. Names.



     (a) The exact legal name of each Company, as such name appears in its respective certificate
of incorporation or any other organizational document, is set forth in Schedule 1(a). Each
Company is the type of entity disclosed next to its name in Schedule 1(a). Also set forth
in Schedule 1(a) is the organizational identification number, if any, of each Loan Party
that is a registered organization, the Federal Taxpayer Identification Number of each Company and
the jurisdiction of formation of each Company. Also set forth on Schedule 1(a) is a true
and correct list of the holders of all of the authorized, issued and outstanding stock, partnership
interests, limited liability company membership interests or other equity interest held in each
Company as of December 31, 2006.



     (b) Set forth in Schedule 1(b) hereto is any other corporate or organizational names
each Loan Party has had in the past five years and each Company that is not a Loan Party has had in
the last four months, together with the date of the relevant change.



     (c) Set forth in Schedule 1(c) is a list of all other names used by each Loan Party,
or any other business or organization to which each Loan Party became the successor by merger,
consolidation, acquisition, change in form, nature or jurisdiction of organization or otherwise, on
any filings with the Internal Revenue Service at any time between [date five years from date of
perfection certificate] and the date hereof. Except as set forth in Schedule 1(c), no
Company has changed its jurisdiction of organization at any time during the past four months.



     2. Current Locations. The chief executive office of each Loan Party is located at
the address set forth in Schedule 2 hereto.



     3. Locations in Arizona. (a) Set forth in Schedule 3(a) are all locations in
Arizona where each Loan Party maintains a place of business or any Collateral or any books or
records relating to any Collateral.



     (b) Set forth in Schedule 3(b) hereto are the names and addresses of all persons or
entities other than each Loan Party, such as lessees, consignees, warehousemen or purchasers of
chattel paper, located in Arizona which have possession or are intended to have possession of any
of the Collateral consisting of instruments, chattel paper, inventory or equipment.



 









 





     (c) Set forth in Schedule 3(c) is the information required by Schedule 3(a)
and Schedule 3(b) with respect to each location or place of business previously maintained
by each Loan Party at any time during the past four months in Arizona.



     4. Extraordinary Transactions. Except for those purchases, acquisitions and other
transactions described on Schedule 4 attached hereto, all of the Collateral originated in
the past five years has been originated by each Loan Party in the ordinary course of business or
consists of goods which have been acquired by such Loan Party in the ordinary course of business
from a person in the business of selling goods of that kind.



     5. Schedule of Filings. Attached hereto as Schedule 5 is a schedule of (i)
the appropriate filing offices for the UCC financing statements and (ii) the appropriate filing
offices for the filings described in Schedule 9 and (iii) any other actions required to
create, preserve, protect and perfect the security interests in the Pledged Collateral (as defined
in the Collateral Agreement) granted to the Collateral Agent pursuant to the Collateral Documents.
No other filings or actions are required to create, preserve, protect and perfect the security
interests in the Pledged Collateral granted to the Collateral Agent pursuant to the Security
Documents.



     6. Real Property. (a) Attached hereto as Schedule 6(a) is a list of all (i)
real property owned, leased or otherwise held by each Loan Party, (ii) filing offices for mortgages
relating to each Mortgaged Property as of the Closing Date, (iii) common names, addresses and uses
of each Mortgaged Property (stating improvements located thereon) and (iv) other information
relating thereto required by such Schedule. Except as described on Schedule 6(b) attached
hereto: (i) no Loan Party has entered into any leases, subleases, tenancies, franchise agreements,
licenses or other occupancy arrangements as owner, lessor, sublessor, licensor, franchisor or
grantor with respect to any of the real property described on Schedule 6(a) and (ii) no
Loan Party has any Leases which require the consent of the landlord, tenant or other party thereto
to the Transactions.



     7. Instruments and Tangible Chattel Paper. Attached hereto as Schedule 7 is a
true and correct list of all promissory notes, instruments (other than checks to be deposited in
the ordinary course of business), tangible chattel paper, electronic chattel paper and other
evidence of indebtedness held by each Loan Party as of                     , 2007, including all
intercompany notes held by each Loan Party.



     8. Intellectual Property. Attached hereto as Schedule 8(a) is a schedule
setting forth all of each Loan Party’s Patents, Patent Licenses, Trademarks and Trademark Licenses
(each as defined in the Security Agreement) registered with the United States Patent and Trademark
Office, and all other Patents, Patent Licenses, Trademarks and Trademark Licenses, including the
name of the registered owner and the registration number of each Patent, Patent License, Trademark
and Trademark License owned by each Loan Party. Attached hereto as Schedule 8(b) is a
schedule setting forth all of each Loan Party’s United States Copyrights and Copyright Licenses
(each as defined in the Security Agreement), and all other Copyrights and Copyright Licenses,
including the name of the registered owner and the registration number of each Copyright or
Copyright License owned by each Loan Party.



     9. Commercial Tort Claims. Attached hereto as Schedule 9 is a true and
correct list of all Commercial Tort Claims (as defined in the Security Agreement) held by each Loan
Party, including a brief description thereof.



[The Remainder of this Page has been intentionally left blank]




-2-









 








     IN WITNESS WHEREOF, we have hereunto signed this Perfection Certificate as of this ___ day of
                    , 2007.



	 	 	 	 	 
	 	UNITED SURGICAL PARTNERS 
INTERNATIONAL, INC.,

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Guarantors]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




-3-











 





EXHIBIT E




Form of

BORROWING REQUEST




Citibank, N.A.,

as Administrative Agent for

the Lenders referred to below,

2 Penns Way, Suite 100

New Castle, DE 19720




	 	 	 
	Attention:

	 	Kwase Bame

Telecopier: (212) 994-0961

Telephone: (302) 894-6073






[DATE]




Ladies and Gentlemen:




          The undersigned, United Surgical Partners International, Inc., a Delaware corporation (the
“Borrower”), refers to the Credit Agreement dated as of April 19, 2007 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among United
Surgical Partners International, Inc., a Delaware corporation (the “Borrower”), USPI
Holdings, Inc., a Delaware corporation (“Holdings”), the Lenders party thereto from time to
time, Citibank, N.A., as Administrative Agent, Citigroup Global Markets, Inc. and Lehman Brothers
Inc., as joint lead arrangers and joint bookrunners, Bear Stearns & Co. Inc. and UBS Securities
LLC, as joint bookrunners, Lehman Brothers Inc., as Syndication Agent, and Bear Stearns Corporate
Lending Inc., SunTrust Bank and UBS Securities LLC, as Co-Documentation Agents. Capitalized terms
used herein and not otherwise defined herein shall have the meanings assigned to such terms in the
Credit Agreement. The Borrower hereby gives you notice pursuant to Section 2.03 of the Credit
Agreement that it requests a Borrowing under the Credit Agreement, and in that connection sets
forth below the terms on which such Borrowing is requested to be made:





	(A)	 	Date of Borrowing

(which is a Business Day)



	 
	(B)	 	Principal Amount of

Borrowing 


	 
	(C)	 	Class of
Borrowing4










 




			
	4	 	Specify Tranche B Term Loan, Delayed Draw Term Loan,
Revolving Loan or Swingline Loan.




 









 











	(D)	 	Type of Borrowing 5



	 
	(E)	 	[Interest Period and the last

day thereof
6                       
             ______________________________]






	(F)	 	Funds are requested to be disbursed to the Borrower’s account as follows (Account No.     
                                     )







 




			
	5	 	Specify Eurodollar Borrowing or ABR Borrowing.
	 
	6	 	Applicable for Eurodollar Borrowings only; which shall
be subject to the definition of “Interest Period” and end not later than the
Revolving Maturity Date or the Tranche B Maturity Date, as applicable.




-2-









 










          The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that,
on the date of this Borrowing Request and on the date of the related Borrowing, the conditions to
lending specified in Section 4.02 of the Credit Agreement have been satisfied.




	 	 	 	 	 
	 	UNITED SURGICAL PARTNERS 
INTERNATIONAL, INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	[Responsible Officer] 	 



-3-









 






	 	 	 	 	 



EXHIBIT F




Form of

INTEREST ELECTION REQUEST




Citibank, N.A.,

as Administrative Agent for

the Lenders referred to below,

2 Penns Way, Suite 100

New Castle, DE 19720




	 	 	 
	Attention:

	 	Kwase Bame

Telecopier: (212) 994-0961

Telephone: (302) 894-6073






[Date]




Ladies and Gentlemen:




          Reference is made to the Credit Agreement dated as of April 19, 2007 (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among United Surgical
Partners International, Inc., a Delaware corporation (the “Borrower”), USPI Holdings, Inc.,
a Delaware corporation (“Holdings”), the Lenders party thereto from time to time, Citibank,
N.A., as Administrative Agent, Citigroup Global Markets, Inc. and Lehman Brothers Inc., as joint
lead arrangers and joint bookrunners, Bear Stearns & Co. Inc. and UBS Securities LLC, as joint
bookrunners, Lehman Brothers Inc., as Syndication Agent, and Bear Stearns Corporate Lending Inc.,
SunTrust Bank and UBS Securities LLC, as Co-Documentation Agents. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to such terms in the Credit
Agreement. This notice constitutes an Interest Election Request, and the Borrower hereby requests
the conversion or continuation of a Borrowing under the Credit Agreement, and in that connection
the Borrower specifies the following information with respect to the Borrowing to be converted or
continued as requested hereby:





	 	(A)	 	Borrowing to which this request
applies:7                                         
	 
	 	(B)	 	Principal amount of the Borrowing to be
converted/continued:                                        







 




			
	7	 	Specify existing Class, Type and last day of current
Interest Period. If different options are being elected with respect to
different portions of the Borrowing, use separate form for each portion.




-4-









 











	 	(C)	 	Effective date of election (which is a Business
Day):                                        
	 
	 	(D)	 	Interest rate basis of resulting
Borrowing:8                                        
	 
	 	(E)	 	Interest Period of resulting
Borrowing:                                        





	 	 	 	 	 
	 	Very truly yours,





UNITED SURGICAL PARTNERS 
INTERNATIONAL, INC.,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	8	 	Eurodollar Borrowing or ABR Borrowing.




-5-









 










EXHIBIT G-1




Form of

TERM LOAN NOTE




	 	 	 
	$                            

	 	New York, New York

[Date]






          FOR VALUE RECEIVED, the undersigned, UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware
corporation (the “Borrower”), hereby promises to pay to the order of [                   
] (the “Lender”) on the [Tranche B] [Delayed Draw] Maturity Date (as defined in the Credit
Agreement referred to below) in lawful money of the United States and in immediately available
funds, the principal amount of
_________ DOLLARS
($_________), or, if less, the aggregate
unpaid principal amount of all [Delayed Draw Term Loans][Tranche B Term Loans] of the Lender
outstanding under the Credit Agreement referred to below, which sum shall be due and payable in
such amounts and on such dates as are set forth in the Credit Agreement. Borrower further agrees
to pay interest in like money at such office specified in Section 2.18 of the Credit Agreement on
the unpaid principal amount hereof from time to time from the date hereof at the rates, and on the
dates, set forth in the Credit Agreement.




          The holder of this Note may endorse and attach a schedule to reflect the date, type and amount
of each [Delayed Draw Term Loans][Tranche B Term Loans] of the Lender outstanding under the Credit
Agreement, the date and amount of each payment or prepayment of principal hereof, and the date of
each interest rate conversion or continuation pursuant to Section 2.07 of the Credit Agreement and
the principal amount subject thereto; provided that the failure of the Lender to make any such
recordation (or any error in such recordation) shall not affect the obligations of Borrower
hereunder or under the Credit Agreement.




          This Note is one of the Notes referred to in the Credit Agreement dated as of April 19, 2007
(as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, USPI Holdings, Inc., a Delaware corporation
(“Holdings”), the Lenders party thereto from time to time, Citibank, N.A., as
Administrative Agent, Citigroup Global Markets, Inc. and Lehman Brothers Inc., as joint lead
arrangers and joint bookrunners, Bear Stearns & Co. Inc. and UBS Securities LLC, as joint
bookrunners, Lehman Brothers Inc., as Syndication Agent, and Bear Stearns Corporate Lending Inc.,
SunTrust Bank and UBS Securities LLC, as Co-Documentation Agents, is subject to the provisions
thereof and is subject to optional and mandatory prepayment in whole or in part as provided
therein. Terms used herein which are defined in the Credit Agreement shall have such defined
meanings unless otherwise defined herein or unless the context otherwise requires.




          This Note is secured and guaranteed as provided in the Credit Agreement and the Security
Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a
description of the properties and assets in which a security interest has been granted, the nature
and extent of the security and guarantees, the terms and conditions upon




1









 







which the security interest and each guarantee was granted and the rights of the holder of
this Note in respect thereof.




          Upon the occurrence and during the continuation of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or
may be declared to be, immediately due and payable all as provided therein.




          All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.




          THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT
PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.




          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.




[Signature Page Follows]




2









 








	 	 	 	 	 
	 	UNITED SURGICAL PARTNERS INTERNATIONAL, INC.,

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 






	 	 	 	 	 



EXHIBIT G-2




Form of

REVOLVING CREDIT FACILITY NOTE




	 	 	 
	$                          

	 	New York, New York

[Date]






          FOR VALUE RECEIVED, the undersigned, UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware
corporation (the “Borrower”), hereby promises to pay to the order of [                    
   ] (the “Lender”) on the Revolving Maturity Date (as defined in the Credit
Agreement referred to below), in lawful money of the United States and in immediately available
funds, the principal amount of the lesser of (a) ___________ DOLLARS ($___________) and (b) the
aggregate unpaid principal amount of all Revolving Loans of the Lender outstanding under the Credit
Agreement referred to below. Borrower further agrees to pay interest in like money at such office
specified in Section 2.18 of the Credit Agreement on the unpaid principal amount hereof from time
to time from the date hereof at the rates, and on the dates, set forth in the Credit Agreement.




          The holder of this Note may endorse and attach a schedule to reflect the date, type and amount
of each Revolving Loan of the Lender outstanding under the Credit Agreement, the date and amount of
each payment or prepayment of principal hereof, and the date of each interest rate conversion or
continuation pursuant to Section 2.07 of the Credit Agreement and the principal amount subject
thereto; provided that the failure of the Lender to make any such recordation (or any error in such
recordation) shall not affect the obligations of Borrower hereunder or under the Credit Agreement.




          This Note is one of the Notes referred to in the Credit Agreement dated as of April 19, 2007
(as amended, amended and restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Borrower, USPI Holdings, Inc., a Delaware corporation
(“Holdings”), the Lenders party thereto from time to time, Citibank, N.A., as
Administrative Agent, Citigroup Global Markets, Inc. and Lehman Brothers Inc., as joint lead
arrangers and joint bookrunners, Bear Stearns & Co. Inc. and UBS Securities LLC, as joint
bookrunners, Lehman Brothers Inc., as Syndication Agent, and Bear Stearns Corporate Lending Inc.,
SunTrust Bank and UBS Securities LLC, as Co-Documentation Agents, is subject to the provisions
thereof and is subject to optional and mandatory prepayment in whole or in part as provided
therein. Terms used herein which are defined in the Credit Agreement shall have such defined
meanings unless otherwise defined herein or unless the context otherwise requires.




          This Note is secured and guaranteed as provided in the Credit Agreement and the Security
Documents. Reference is hereby made to the Credit Agreement and the Security Documents for a
description of the properties and assets in which a security interest has been granted, the nature
and extent of the security and guarantees, the terms and conditions upon which the security
interest and each guarantee was granted and the rights of the holder of this Note in respect
thereof.




 









 








          Upon the occurrence and during the continuation of any one or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or
may be declared to be, immediately due and payable, all as provided therein.




          All parties now and hereafter liable with respect to this Note, whether maker, principal,
surety, guarantor, endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.




          THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.
TRANSFERS OF THIS NOTE MUST BE RECORDED IN THE REGISTER MAINTAINED BY THE ADMINISTRATIVE AGENT
PURSUANT TO THE TERMS OF THE CREDIT AGREEMENT.




          THIS NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW
YORK.




[Signature Page Follows]




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	 	UNITED SURGICAL PARTNERS INTERNATIONAL, INC.,

as Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




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