exv10w3





Exhibit
10.3



 

 






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	 






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	 	 	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	 






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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







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          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.



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     “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;



-5-









 






(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.




-8-









 








          (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,



-28-









 






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



-29-









 






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



-30-









 






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



-31-









 






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:  	/s/
William H. Wilcox	 
	 	 	Name:  	William H. Wilcox	 
	 	 	Title:  	President	 
	 
	 	UNITED SURGICAL PARTNERS 
INTERNATIONAL, INC.,

 	 
	 	By:  	/s/
William H. Wilcox	 
	 	 	Name:  	William H. Wilcox	 
	 	 	Title:  	President	 
	 
	 	EACH OF THE SUBSIDIARIES

LISTED ON SCHEDULE I HERETO,

 	 
	 	By:  	/s/
William H. Wilcox	 
	 	 	Name:  	William H. Wilcox	 
	 	 	Title:  	President	 













 






    USP ASSURANCE COMPANY,



 


			
	 	    By: 
	
    /s/ John J. Wellik








    Title: President














 






    PHYSICIANS DATA PROFESSIONALS, INC.,



 


			
	 	    By: 
	
    /s/ John J. Wellik








    Title: Secretary














 






    USP SECURITIES CORPORATION



 


			
	 	    By: 
	
    /s/ Kim Tillett








    Title: President














 






PASADENA HOLDINGS, LLC

USP NEVADA HOLDINGS, LLC,










 

			
	 	    By: 
	
    USP North Texas, Inc., its manager






 


			
	 	    By: 
	
    /s/ William H. Wilcox








    Title: President














 






SAME DAY MANAGEMENT, L.L.C.,




 

			
	 	    By: 
	
    Same Day Surgery LLC, its sole member






 


			
	 	    By: 
	
    /s/ William H. Wilcox








    Title: President














 






WHASA, L.C.,





 

			
	 	    By: 
	
    Surginet, Inc., its sole member






 


			
	 	    By: 
	
    /s/ William H. Wilcox








    Title: President














 







    USP TEXAS, L.P.,



 


			
	 	    By: 
	
    USP North Texas, Inc., its general partner




 


			
	 	    By: 
	
    /s/  William
    H. Wilcox









    Title: President














 







    USP TEXAS AIR, LLC



 


			
	 	    By: 
	
    USP North Texas, Inc., its sole member




 


			
	 	    By: 
	
    /s/  William
    H. Wilcox









    Title: President














 







    SURGERY CENTERS OF AMERICA II, L.L.C.,



 


			
	 	    By: 
	
    /s/  William
    H. Wilcox









    Title: Manager














 







    ISS-ORLANDO, LLC



 


			
	 	    By: 
	
    /s/  William
    H. Wilcox









    Title: Manager














 







    SURGERY CENTERS HOLDINGS COMPANY, L.L.C.,



 


			
	 	    By: 
	
    Surgery Centers of America II, L.L.C., its sole member




 


			
	 	    By: 
	
    /s/  John
    J. Wellik









    Title: Manager














 







    CITIBANK, N.A., AS COLLATERAL AGENT,



 


			
	 	    By: 
	
    /s/  Michael
    M. Schadt









    Title: Vice President














 





SCHEDULES





	Schedule I 	 	— Subsidiary Loan Parties
	 
	Schedule II 	 	— Pledged Stock; Debt Securities
	 
	Schedule III 	 	— Intellectual Property
	 
	Schedule IV 	 	— Commercial Tort Claims




 









 











SCHEDULE I




Subsidiary Loan Parties



Georgia Musculoskeletal Network, Inc.



Health Horizons of Kansas City, Inc.



Health Horizons of Murfreesboro, Inc.



Health Horizons of Nashville, Inc.



Medcenter Management Services, Inc.



Ortho Excel, Inc.



OrthoLink ASC Corporation



OrthoLink Physicians Corporation



OrthoLink Radiology Services Corporation



OrthoLink/Georgia ASC, Inc.



OrthoLink/New Mexico ASC, Inc.



OrthoLink/TN ASC, Inc.



Physicians Data Professionals, Inc.



Specialty Surgicenters, Inc.



SSI Holdings, Inc.



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.



Surgis, Inc.



United Surgical of Atlanta, Inc.



United Surgical Partners Holdings, 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 Coast, 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 Domestic Holdings, Inc.



USP Florissant, Inc.



USP Fredericksburg, Inc.



USP Glendale, Inc.



USP Harbour View, Inc.




 









 







USP Houston, Inc.



USP Indiana, Inc.



USP International Holdings, Inc.



USP Kansas City, Inc.



USP Las Cruces, Inc.



USP Long Island, Inc.



USP Lyndhurst, Inc.



USP Mason Ridge, Inc.



USP Michigan, Inc.



USP Midwest, Inc.



USP Mission Hills, Inc.



USP Nevada, Inc.



USP New Jersey, Inc.



USP Newport News, Inc.



USP North Kansas City, Inc.



USP North Texas, Inc.



USP Oklahoma, Inc.



USP Olive, Inc.



USP Oxnard, Inc.



USP Phoenix, Inc.



USP Reading, Inc.



USP Richmond II, Inc.



USP Richmond, Inc.



USP Sacramento, Inc.



USP San Antonio, Inc.



USP San Gabriel, Inc.



USP Sarasota, Inc.



USP Securities Corporation



USP St. Peters, Inc.




 









 







USP Sunset Hills, Inc.



USP Tennessee, Inc.



USP Torrance, Inc.



USP Virginia Beach, Inc.



USP Webster Groves, Inc.



USP West Covina, Inc.



USP Westwood, Inc.



USP Winter Park, Inc.



USPI San Diego, Inc.



ISS-Orlando, LLC



North MacArthur Surgery Center, LLC



Pasadena Holdings, LLC



Same Day Management, L.L.C.



Same Day Surgery, L.L.C.



Surgery Centers Holding Company, L.L.C.



Surgery Centers of America II, L.L.C.



USP Nevada Holdings, LLC



USP Texas Air, LLC



WHASA, L.C.



USP Texas, L.P.







 









 








SCHEDULE II

EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	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	 
	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	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number of
	Issuer	 	Certificate No.	 	Registered Owner	 	Shares/Units
	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	 
	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	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Number of
	Issuer	 	Certificate No.	 	Registered Owner	 	Shares/Units
	USP Assurance Company

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 
	USP Torrance, Inc.

	 	 	1	 	 	USP Domestic Holdings, Inc.
	 	 	1,000	 







 











 









DEBT SECURITIES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.
	Debtor	 	Jurisdiction	 	filing	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date
	USP Texas, L.P.

	 	Cape Surgery
Center, L.P.
	 	$	755,000.00	 	 	$	248,161.85	 	 	October 28, 2004
	 	 	9.00	%	 	November 15, 2010
	 	All assets
	USP Texas, L.P.

	 	Christus Santa Rosa
Surgery Center,
L.L.P.
	 	$	1,049,776.56	 	 	$	1,049,776.56	 	 	November 1, 2006
	 	 	9.00	%	 	November 1, 2013
	 	Cash/AR
	USP Texas, L.P.

	 	Doctors Outpatient
Surgicenter, Ltd
	 	$	3,652,568.00	 	 	$	2,745,138.54	 	 	February 1, 2005
	 	 	7.00	%	 	February 1, 2012
	 	All Assets
	USP Texas, L.P.

	 	Elmwood Park Same
Day Surgery, L.L.C.
	 	$	188,918.00	 	 	$	140,610.00	 	 	July 1, 2005
	 	 	8.75	%	 	July 1, 2010
	 	All Assets
	USP Texas, L.P.

	 	Elmwood Park Same
Day Surgery, L.L.C.
	 	$	527,828.89	 	 	$	334,649.87	 	 	November 1, 2004
	 	 	8.50	%	 	November 1, 2009
	 	All Assets
	USP Texas, L.P.

	 	Elmwood Park Same
Day Surgery, L.L.C.
	 	$	350,000.00	 	 	$	350,000.00	 	 	February 1, 2006
	 	Prime + 1%
	 	February 1, 2011
	 	All Assets
	USP Texas, L.P.

	 	Greater Baton Rouge
Surgical Hospital,
L.L.C.
	 	$	179,000.00	 	 	$	179,000.00	 	 	April 1, 2007
	 	Prime Rate
	 	April 1, 2008
	 	All Assets
	USP Texas, L.P.

	 	Independence
Surgery Center,
L.L.C.
	 	$	352,080.00	 	 	$	211,752.77	 	 	August 1, 2005
	 	 	8.50	%	 	August 1, 2011
	 	All Assets
	USP Texas, L.P.

	 	Las Cruces Surgical
Center, L.L.C.
	 	$	300,000.00	 	 	$	291,763.26	 	 	March 1, 2005
	 	 	10.00	%	 	February 1, 2010
	 	Unsecured
	USP Texas, L.P.

	 	Las Cruces Surgical
Center, L.L.C.
	 	$	300,000.00	 	 	$	165,000.00	 	 	October 1, 2006
	 	 	10.00	%	 	June 1, 2013
	 	Unsecured
	USP Texas, L.P.

	 	Madison Ambulatory
Surgery, L.L.C.
	 	$	1,553,430.00	 	 	$	1,518,430.00	 	 	October 11, 2006
	 	 	8.00	%	 	April 1, 2014
	 	All assets
	USP Texas, L.P.

	 	North Shore Same
Day Surgery, L.L.C.
	 	$	30,000.00	 	 	$	3,949.28	 	 	June 20, 2005
	 	 	6.00	%	 	June 20, 2007
	 	Specific Equipment
	USP Texas, L.P.

	 	North Shore Same
Day Surgery, L.L.C.
	 	$	250,000.00	 	 	$	245,480.81	 	 	February 1, 2006
	 	Prime + 1%
	 	February 1, 2011
	 	All assets
	USP Texas, L.P.

	 	Northwest Surgery
Center, Ltd.
	 	$	187,317.37	 	 	$	187,317.37	 	 	April 18, 2007
	 	Prime Rate
	 	August 14, 2007
	 	All assets
	USP Texas, L.P.

	 	Physicians Pavilion
L.P.
	 	$	1,340,000.00	 	 	$	1,293,286.70	 	 	September 21, 2006
	 	 	8.00	%	 	December 1, 2013
	 	All assets
	USP Texas, L.P.

	 	Physicians Pavilion
L.P.
	 	$	200,000.00	 	 	$	—	 	 	January 5, 2007
	 	 	8.00	%	 	January 14, 2014
	 	All assets
	USP Texas, L.P.

	 	River North Same
Day Surgery, L.L.C.
	 	$	1,003,216.83	 	 	$	244,682.40	 	 	November 1, 2004
	 	 	8.00	%	 	November 1, 2007
	 	All assets
	USP Texas, L.P.

	 	San Gabriel
Ambulatory Surgery
Center, L.P.
	 	$	1,625,000.00	 	 	$	1,320,000.89	 	 	March 1, 2006
	 	 	10.00	%	 	February 1, 2012
	 	All assets
	USP Texas, L.P.

	 	Specialists Surgery
Center, L.L.C.
	 	$	65,393.00	 	 	$	25,820.55	 	 	December 16, 2003
	 	 	8.00	%	 	December 1, 2008
	 	2nd-Cash/AR/Equip.






 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.
	Debtor	 	Jurisdiction	 	filing	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date
	USP Texas, L.P.

	 	St. Agnes Surgery
Center of Ellcott
City, L.L.P.
	 	$	1,229,201.80	 	 	$	1,229,201.80	 	 	March 1, 2007
	 	 	9.00	%	 	March 1, 2007
	 	All assets
	USP Texas, L.P.

	 	Tops Speciality
Hospital, Ltd.
	 	$	668,688.00	 	 	$	568,240.30	 	 	September 1, 2005
	 	 	9.00	%	 	December 31, 2007
	 	CASH/AR
	USP Texas, L.P.

	 	Tops Speciality
Hospital, Ltd.
	 	$	452,985.40	 	 	$	151,327.47	 	 	January 1, 2002
	 	 	9.50	%	 	December 29, 2008
	 	All assets
	USP Texas, L.P.

	 	Tops Speciality
Hospital, Ltd.
	 	$	4,640,000.00	 	 	$	3,449,749.20	 	 	March 31, 2001
	 	 	9.50	%	 	December 31, 2007	 	 
	USP Texas, L.P.

	 	Tops Speciality
Hospital, Ltd.
	 	$	285,000.00	 	 	$	285,000.00	 	 	March 1, 2007
	 	 	 	 	 	June 1, 2007
	 	All assets
	USP Sarasota, Inc.

	 	CHC-USP Surgery
Centers, L.L.C.
	 	$	701,130.00	 	 	$	632,866.06	 	 	October 18, 2004
	 	 	9.00	%	 	March 31, 2005
	 	Unsecured
	USP Houston, Inc.

	 	Memorial Health
Ventures, Inc.
	 	$	2,491,500.00	 	 	$	71,614.76	 	 	 	 	 	 	 	 	 	 	 
	United Surgical 

Partners 

International, Inc

	 	East Brunswick
Surgery Center,
L.L.C.
	 	$	450,000.00	 	 	$	133,959.35	 	 	February 1, 2003
	 	Prime + 2%
	 	January 1, 2008
	 	All Assets
	United Surgical 

Partners 

International, Inc

	 	Tops Speciality
Hospital, Ltd.
	 	$	710,000.00	 	 	$	620,571.22	 	 	December 1, 2003
	 	 	9.50	%	 	December 31, 2007
	 	All assets
	THVG/Healthfirst, LLC

	 	Trophy Club Medical
Center, L.P.
	 	$	4,100,000.00	 	 	$	2,942,279.74	 	 	May 1, 2005
	 	 	8.75	%	 	May 1, 2010
	 	All assets
	Texas Health Ventures 

Group, LLC

	 	Frisco Medical
Center, L.L.P.
	 	$	3,000,000.00	 	 	$	352,919.69	 	 	March 1, 2005
	 	Prime + 0.75%
	 	March 1, 2008
	 	Cash/AR
	Texas Health Ventures 

Group, LLC

	 	Irving-Coppell
Surgical Hospital,
L.L.P.
	 	$	1,980,050.00	 	 	$	1,431,096.66	 	 	August 1, 2005
	 	 	7.50	%	 	August 1, 2010
	 	Cash/AR
	Texas Health Ventures 

Group, LLC

	 	MSH Partners, L.L.P.
	 	$	561,393.00	 	 	$	282,182.02	 	 	June 20, 2006
	 	LIBOR + 1.50%
	 	June 20, 2007
	 	Cash/AR
	Texas Health Ventures 

Group, LLC

	 	Rockwall/Heath
Surgery Center,
L.L.P.
	 	$	350,000.00	 	 	$	175,000.00	 	 	April 20, 2006
	 	 	8.50	%	 	April 20, 2010
	 	Cash/AR
	Texas Health Ventures 

Group, LLC

	 	University Surgical
Partners of Dallas,
L.L.P.
	 	$	2,875,000.00	 	 	$	2,875,000.00	 	 	May 11, 2005
	 	Prime + 1%
	 	June 1, 2010
	 	All assets
	Surgis, Inc.

	 	Sand Lake Surgery
Center, L.P.
	 	$	1,400,000.00	 	 	$	1,400,000.00	 	 	May 27, 2004
	 	Prime + 4%
	 	TBD
	 	Unsecured
	Surgis Management 

Services, Inc

	 	Northridge Surgery
Center, L.P.
	 	$	1,325,000.00	 	 	$	1,545,175.00	 	 	July 1, 2006
	 	 	8.00	%	 	July 1, 2013
	 	Unsecured
	Surgis Management 

Services, Inc

	 	Surgery Center of
Canfield, L.L.C.
	 	$	428,000.00	 	 	$	401,765.24	 	 	September 30, 2003
	 	 	7.00	%	 	September 1, 2009
	 	GTEES of Physicians
	Surgis Management 

Services, Inc

	 	Surgery Center of
Canfield, L.L.C.
	 	$	120,000.00	 	 	$	106,619.59	 	 	May 1, 2004
	 	 	7.00	%	 	September 1, 2009
	 	Unsecured
	Surgis Management 

Services, Inc

	 	Surgery Center of
Canfield, L.L.C.
	 	$	175,000.00	 	 	$	138,425.79	 	 	September 30, 2005
	 	 	7.00	%	 	December 1, 2010
	 	Unsecured
	Northside-Cherokee/USP
Surgery Centers, L.L.C

	 	Surgery Center of
Georgia, L.L.C.
	 	$	2,000,000.00	 	 	$	1,615,874.54	 	 	March 26, 2002
	 	 	12.25	%	 	March 31, 2015
	 	Unsecured






 









 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Type of	 	Secured	 	 	 	Original	 	Original	 	Amdt.
	Debtor	 	Jurisdiction	 	filing	 	Party	 	Collateral	 	File Date	 	File Number	 	File Date
	ENH/USP Surgery
Centers, II, L.L.C.

	 	Elmwood Park Same
Day Surgery, L.L.C.
	 	$	100,000.00	 	 	$	25,000.00	 	 	March 15, 2007
	 	Prime + 1%
	 	March 1, 2010
	 	All assets, subordinate to USP Texas Lien
	CHW-USP Phoenix II, LLC

	 	Orthopedic and
Surgical Speciality
Company, L.L.C.
	 	$	1,000,000.00	 	 	$	1,000,000.00	 	 	April 1, 2005
	 	Prime + 1.50%
	 	May 1, 2008
	 	Cash/AR
	CHW-USP Phoenix II, LLC

	 	Orthopedic and
Surgical Speciality
Company, L.L.C.
	 	$	750,000.00	 	 	$	598,473.81	 	 	April 17, 2006
	 	 	8.40	%	 	September 1, 2011	 	 







 












 





SCHEDULE III

INTELLECTUAL PROPERTY




UNITED STATES PATENTS:



Registrations:




	 	 	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 
	OWNER	 	NUMBER	 	 	DESCRIPTION	 
	 
	 	 	 	 	 	 	 	 
	None
	 	 	 	 	 	 	 	 






Applications:




	 	 	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 
	OWNER	 	NUMBER	 	 	DESCRIPTION	 
	 
	 	 	 	 	 	 	 	 
	None
	 	 	 	 	 	 	 	 






Licenses:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 	 	 
	 	 	 	 	 	 	APPLICATION	 	 	 	 
	LICENSEE	 	LICENSOR	 	 	NUMBER	 	 	DESCRIPTION	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	None
	 	 	 	 	 	 	 	 	 	 	 	 






OTHER PATENTS:




Registrations:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 	 	 	 
	OWNER	 	NUMBER	 	 	COUNTRY/STATE	 	 	DESCRIPTION	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	None
	 	 	 	 	 	 	 	 	 	 	 	 






Applications:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 	 	 	 
	OWNER	 	NUMBER	 	 	COUNTRY/STATE	 	 	DESCRIPTION	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	None
	 	 	 	 	 	 	 	 	 	 	 	 






 









 






Licenses:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	REGISTRATION/	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	APPLICATION	 	 	 	 	 
	LICENSEE	 	LICENSOR	 	 	COUNTRY/STATE	 	 	NUMBER	 	DESCRIPTION	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	None
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






UNITED STATES TRADEMARKS:




Registrations:




	 	 	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 
	OWNER	 	NUMBER	 	 	TRADEMARK	 
	 
	 	 	 	 	 	 	 	 
	Surgis, Inc.
	 	 	#76398434/2758259	 	 	Surgis Inc., 
The Surgical Services Company	 
	 
	 	 	 	 	 	






Applications:




	 	 	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 
	OWNER	 	NUMBER	 	 	TRADEMARK	 
	 
	 	 	 	 	 	 	 	 
	None
	 	 	 	 	 	 	 	 






Licenses:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	REGISTRATION/	 	 	 	 
	 	 	 	 	 	 	APPLICATION	 	 	 	 
	LICENSEE	 	LICENSOR	 	 	NUMBER	 	 	TRADEMARK	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





OTHER TRADEMARKS:




Registrations:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	REGISTRATION	 	 	 	 	 	 	 
	OWNER	 	NUMBER	 	 	COUNTRY/STATE	 	 	TRADEMARK	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	N/A
	 	 	 	 	 	 	 	 	 	 	 	 






 









 






Applications:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	APPLICATION	 	 	 	 	 	 	 
	OWNER	 	NUMBER	 	 	COUNTRY/STATE	 	 	TRADEMARK	 
	 
	N/A
	 	 	 	 	 	 	 	 	 	 	 	 






Licenses:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	REGISTRATION/	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	APPLICATION	 	 	 	 
	LICENSEE	 	LICENSOR	 	 	COUNTRY/STATE	 	 	NUMBER	 	 	TRADEMARK	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	N/A
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






 









 






SCHEDULE IV

COMMERCIAL TORT CLAIMS




None.





 











 






	 	 	 	 	 



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	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





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VIII. Trademark Applications




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration	 	 	Date	 
	Registered Owner	 	Type	 	 	Number	 	 	Filed	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





IX. Trademark Licenses




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Registration	 	 	Expiration	 
	Licensee	 	Licensor	 	 	Type	 	 	Number	 	 	Date	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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