exv10w2



 








Exhibit 10.2




UNITED SURGICAL PARTNERS HOLDINGS, INC.




AND




THE GUARANTORS FROM TIME TO TIME PARTY HERETO,




AND




THE BANK OF NEW YORK TRUST COMPANY, N.A.,




as Trustee



 




SECOND SUPPLEMENTAL INDENTURE




Dated as of July 27, 2006




to




Indenture




Dated as of December 19, 2001




10% Senior Subordinated Notes due 2011




 









 





     THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 27, 2006,
is by and among United Surgical Partners Holdings, Inc., a Delaware corporation (the “Company”),
the guarantors listed on the signature pages hereof (the “Guarantors”), and The Bank of New York
Trust Company, N.A., a national banking association, as successor to U.S. Trust Company of Texas,
N.A., as trustee (the “Trustee”).



     WHEREAS, the Trustee, the Company and the guarantors from time to time party thereto have
heretofore executed and delivered that certain Indenture dated as of December 19, 2001, as amended
by the First Supplemental Indenture, dated as of July 14, 2006 (as so amended, supplemented or
otherwise modified from time to time, the “Indenture”), providing for the issuance of the Company’s
10% Senior Subordinated Notes due 2011 (the “Notes”);



     WHEREAS, on December 19, 2001, the Company issued $150,000,000 in aggregate principal amount
of Notes, all of which Notes are currently outstanding;



     WHEREAS, Section 9.02 of the Indenture provides that, with the written consent of Holders
representing at least a majority in principal amount of the Notes then outstanding, the Company,
the Guarantors, and the Trustee may amend the Indenture or the Notes (subject to certain
exceptions);



     WHEREAS, the Company has requested the Trustee to join with it and the Guarantors in entering
into this Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain
respects as permitted by Section 9.02 of the Indenture;



     WHEREAS, the Company has been soliciting consents to this Supplemental Indenture upon the
terms and subject to the conditions set forth in its Offer to Purchase and Consent Solicitation
Statement dated July 14, 2006 and the related consent and letter of transmittal (which together,
including any amendments, modifications or supplements thereto, constitute the “Tender Offer”); and



     WHEREAS, (1) the Company has received the written consent of the Holders of more than a
majority in principal amount of the outstanding Notes, all as certified by an Officers’ Certificate
delivered to the Trustee simultaneously with the execution and delivery of this Supplemental
Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and
delivery of this Supplemental Indenture an Opinion of Counsel relating to this Supplemental
Indenture as contemplated by Section 9.06 of the Indenture and (3) the Company and the Guarantors
have satisfied all other conditions required under Article 9 of the Indenture to enable the
Company, the Guarantors and the Trustee to enter into this Supplemental Indenture.



     NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as
follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Deletion of Definitions and Related References. Section 1.01 of Article 1
of the Indenture is hereby amended to delete in their entirety all terms and their respective



 









 







definitions for which all references are eliminated in the Indenture as a result of the
amendments set forth in Article II of this Supplemental Indenture.



ARTICLE II




AMENDMENTS TO INDENTURE AND NOTES




     Section 2.1 Amendments to the Indenture.



          (a) The Indenture is hereby amended by deleting the following provisions of the Indenture in
their entirety and replacing each such provision with the following: “[intentionally omitted]”



Section 4.02 (Change of Control);

Section 4.03 (Limitation on Indebtedness);

Section 4.04 (Limitation on Restricted Payments);

Section 4.05 (Limitation on Liens);

Section 4.06 (Limitation on Restrictions on Distributions from Restricted Subsidiaries);

Section 4.07 (Limitation on Sales of Assets and Subsidiary Stock);

Section 4.08 (Limitation on Affiliate Transactions);

Section 4.09 (Limitation on Ownership of Capital Stock of Restricted Subsidiaries);

Section 4.10 (Distributions by Qualified Restricted Subsidiaries);

Section 4.11 (Intercompany Advances);

Section 4.12 (Guarantors);

Section 4.13 (SEC Reports);

Section 4.16 (Taxes);

Section 4.17 (Limitation on Status as Investment Company);

Section 4.18 (Payments for Consents);

Section 4.20 (Further Instruments and Acts);

Section 5.01(a)(3) (Merger and Consolidation); and

Section 6.01 (5) and (8) (Events of Default).




          (b) Section 3.03 is hereby amended by substituting “five” in lieu of “30” in the first
sentence thereof.




          (c) Section 4.19 is hereby revised to read as follows: “Subject to Article 5 of this
Indenture, the Company shall do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence in accordance with its organizational documents (as
the same may be amended from time to time).”




          (d) Section 6.01 clause (6) and clause (7)(A), (B) and (C) are each hereby amended to delete
“, any Guarantor or any Significant Subsidiary” in each such clause.




          (e) Section 8.02 clause (2) is hereby amended by substituting “an Officers’ Certificate
stating” in lieu of “a certificate from a nationally recognized firm of independent accountants
expressing their opinion.”




          (f) Section 8.02 is hereby amended to delete clauses (3) through (5) and clauses (7) and (8)
thereof.




 









 








     Section 2.2 Amendments to Notes. The Notes are hereby amended to delete all
provisions inconsistent with the amendments to the Indenture effected by this Supplemental
Indenture, including, without limitation, the last two sentences of the second paragraph of section
4 thereof, section 7 thereof and clauses (iv) and (vi) of section 15 thereof.



ARTICLE III




MISCELLANEOUS PROVISIONS




     Section 3.1 Defined Terms. For all purposes of this Supplemental Indenture, except
as otherwise defined or unless the context otherwise requires, terms used in capitalized form in
this Supplemental Indenture and defined in the Indenture have the meanings specified in the
Indenture.



     Section 3.2 Indenture. Except as amended hereby, the Indenture and the Notes are in
all respects ratified and confirmed and all the terms shall remain in full force and effect. This
Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of
Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby
and all terms and conditions of both shall be read together as though they constitute a single
instrument, except that in the case of conflict the provisions of this Supplemental Indenture shall
control.



     Section 3.3 Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 3.4 Successors. All agreements of the Company and the Guarantors in this
Supplemental Indenture and the Notes shall bind their respective successors. All agreements of the
Trustee in this Supplemental Indenture shall bind its successors.



     Section 3.5 Duplicate Originals. All parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement. It is the express intent of the parties to be bound by the exchange
of signatures on this Supplemental Indenture via telecopy.



     Section 3.6 Severability. In case any one or more of the provisions in this
Supplemental Indenture or in the Notes shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions shall not in any way be affected or impaired thereby,
it being intended that all of the provisions hereof shall be enforceable to the full extent
permitted by law.



     Section 3.7 Trustee Disclaimer. The Trustee accepts the amendments of the Indenture
effected by this Supplemental Indenture and agrees to execute the trust created by the Indenture as
hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and
provisions defining and limiting the liabilities and responsibilities of the Trustee, which terms
and provisions shall in like manner define and limit its liabilities and responsibilities in the
performance of the trust created by the Indenture as hereby amended, and without limiting the
generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or
with respect to any of the recitals or statements contained herein, all of which recitals or
statements are made solely by the Company and the Guarantors, and the Trustee makes no



 









 







representation with respect to any such matters. Additionally, the Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture.



     Section 3.8 Effectiveness. The provisions of this Supplemental Indenture shall be
effective only upon execution and delivery of this instrument by the parties hereto.
Notwithstanding the foregoing sentence, the provisions of this Supplemental Indenture shall become
operative only upon the purchase by the Company of more than a majority in principal amount of the
outstanding Notes pursuant to the Offer, with the result that the amendments to the Indenture
effected by this Supplemental Indenture shall be deemed to be revoked retroactive to the date
hereof if such purchase shall not occur. The Company shall notify the Trustee promptly after the
occurrence of such purchase or promptly after the Company shall determine that such purchase will
not occur.



     Section 3.9 Endorsement and Change of Form of Notes. Any Notes authenticated and
delivered after the close of business on the date that this Supplemental Indenture becomes
operative in substitution for Notes then outstanding and all Notes presented or delivered to the
Trustee on and after that date for such purpose shall be stamped, imprinted or otherwise legended
by the Company, with a notation as follows:



“Effective as of July 27, 2006, certain restrictive covenants of the Company and certain
Events of Default have been eliminated or limited, as provided in the Second Supplemental
Indenture, dated as of July 27, 2006. Reference is hereby made to said Second Supplemental
Indenture, copies of which are on file with the Trustee, for a description of the amendments
made therein.”



     Section 3.10 Effect of Headings. The Section headings herein are for convenience
only and shall not affect the construction thereof.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the day and year first written above.



	 	 	 	 	 
	 	 	UNITED SURGICAL PARTNERS
HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William H. Wilcox
	 

	 	 	 	 
	 

	 	Name:
	 	William H. Wilcox
	 

	 	 	 	 
	 

	 	Title:
	 	President
	 

	 	 	 	 





Second Supplemental Indenture

Signature Page of United Surgical Partners Holdings, Inc.




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the day and year first written above.



	 	 	 	 	 
	 	 	UNITED SURGICAL PARTNERS
INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ William H. Wilcox
	 

	 	 	 	 
	 

	 	Name:
	 	William H. Wilcox
	 

	 	 	 	 
	 

	 	Title:
	 	President & CEO
	 

	 	 	 	 






Second Supplemental Indenture

Signature Page of United Surgical Partners International, Inc., Guarantor




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the day and year first written above.



	 	 	 
	American Endoscopy Services, Inc.

	 	USP Chesterfield, Inc.
	Georgia Musculoskeletal Network, Inc.

	 	USP Chicago, Inc.
	Health Horizons of Kansas City, Inc.

	 	USP Cleveland, Inc.
	Health Horizons of Murfreesboro, Inc.

	 	USP Coast, Inc.
	Health Horizons of Nashville, Inc.

	 	USP Columbia, Inc.
	Medcenter Management Services, Inc.

	 	USP Corpus Christi, Inc.
	Ortho Excel, Inc.

	 	USP Cottonwood, Inc.
	OrthoLink ASC Corporation

	 	USP Creve Coeur, Inc.
	OrthoLink/Georgia ASC, Inc.

	 	USP Decatur, Inc., f.k.a. Health Horizons of Decatur, Inc.
	OrthoLink/New Mexico ASC, Inc.

	 	USP Destin, Inc.
	OrthoLink Physicians Corporation

	 	USP Domestic Holdings, Inc.
	OrthoLink Radiology Services Corporation

	 	USP Florissant, Inc.
	OrthoLink/TN ASC, Inc.

	 	USP Fontana, Inc.
	Physicians Data Professionals, Inc.

	 	USP Fredericksburg, Inc.
	Specialty Surgicenters, Inc.

	 	USP Glendale, Inc.
	SSI Holdings, Inc.

	 	USP Houston, Inc.
	Surgicoe of Texas, Inc.

	 	USP Huntsville, Inc.
	Surginet, Inc.

	 	USP Indiana, Inc.
	Surginet of Northwest Houston, Inc.

	 	USP International Holdings, Inc.
	Surginet of Rivergate, Inc.

	 	USP Kansas City, Inc.
	Surgis, Inc.

	 	USP Las Cruces, Inc.
	Surgis of Chico, Inc.

	 	USP Long Island, Inc.
	Surgis of St. Clairsville, Inc.

	 	USP Lyndhurst, Inc.
	Surgis of Pearland, Inc.

	 	USP Michigan, Inc.
	Surgis of Phoenix, Inc.

	 	USP Midwest, Inc.
	Surgis of Redding, Inc.

	 	USP Mission Hills, Inc.
	Surgis of Sand Lake, Inc.

	 	USP Nevada, Inc.
	Surgis of Sonoma, Inc.

	 	USP Newport News, Inc.
	Surgis of Victoria, Inc.

	 	USP New Jersey, Inc.
	Surgis of Willowbrook Inc.

	 	USP North Kansas City, Inc.
	Surgis of Woolbright, Inc.

	 	USP North Texas, Inc.
	Surgis Management Services, Inc.

	 	USP Oklahoma, Inc.
	United Surgical of Atlanta, Inc.

	 	USP Olive, Inc.
	USP Alexandria, Inc.

	 	USP Oxnard, Inc.
	USP Austin, Inc.

	 	USP Philadelphia, Inc.
	USP Austintown, Inc.

	 	USP Phoenix, Inc.
	USP Baton Rouge, Inc.

	 	USP Pittsburgh, Inc.
	USP Baltimore, Inc.

	 	USP Reading, Inc.
	USP Belleville, Inc.

	 	USP Richmond, Inc.
	USP Bridgeton, Inc.

	 	USP Richmond II, Inc.
	USP Cedar Park, Inc.

	 	USP Rockwall, Inc.
	USP Central New Jersey, Inc.

	 	USP Sacramento, Inc.






Second Supplemental Indenture

Signature Page of Guarantors




 









 








	 	 	 
	USP San Antonio, Inc.

	 	USP Tennessee, Inc.
	USP San Gabriel, Inc.

	 	USP Torrance, Inc.
	USP Sarasota, Inc.

	 	USP Virginia Beach, Inc.
	USP Securities Corporation

	 	USP West Covina, Inc.
	USP St. Peters, Inc.

	 	USP Westwood, Inc.
	USP Sunset Hills, Inc.

	 	USP Winter Park, Inc.






Second Supplemental Indenture

Signature Page of Guarantors




 









 








	 	 	 	 	 
	 

	 	By:
	 	/s/ John J. Wellik
	 

	 	 	 	 
	 

	 	Name:
	 	John J. Wellik
	 

	 	 	 	 
	 

	 	Title:
	 	VP
	 

	 	 	 	 





Second Supplemental Indenture

Signature Page of Guarantors




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the day and year first written above.



	 	 	 	 	 	 	 	 	 
	 	 	Endoscopy & Surgical Center of Orlando, LLC
	 	 	 	 	By:	 	Surginet, Inc.,
	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 
	 	 	Corpus Christi Holdings, LLC
	 	 	 	 	By:	 	USP Corpus Christi, Inc.,
	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 
	 	 	Day-Op Surgery Consulting Company, LLC
	 	 	 	 	By:	 	USP Long Island, Inc.,
	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 
	 	 	ISS-Orlando, LLC
	 	 	 	 	By:	 	Surginet, Inc.
	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 
	 	 	Pasadena Holdings, LLC
	 	 	 	 	By:	 	USP Houston, Inc.,
	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 
	 	 	Same Day Surgery, LLC
	 	 	 	 	By:	 	USP Chicago, Inc.
	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 
	 	 	Same Day Management, L.L.C.
	 	 	 	 	By:	 	Same Day Surgery, LLC,
	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 
	 	By:
	 	USP Chicago, Inc.,
	 

	 	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 
	 	 	Surgery Centers of America II, LLC
	 	 	 	 	By:	 	Surgis, Inc.,
	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 
	 	 	USP Nevada Holdings, LLC
	 	 	 	 	By:	 	USP North Texas, Inc.,
	 	 	 	 	 	 	its sole member
	 
	 	 	 	 	 	 	 	 
	 	 	WHASA, L.L.C.
	 	 	 	 	By:	 	Surginet, Inc.,
	 	 	 	 	 	 	its sole member






Second Supplemental Indenture

Signature Page of Guarantors




 









 








	 	 	 	 	 
	 

	 	By:
	 	/s/ John J. Wellik
	 

	 	 	 	 
	 

	 	Name:
	 	John J. Wellik
	 

	 	 	 	 
	 

	 	Title:
	 	VP
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	USP Texas Air, L.L.C.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ John J. Wellik
	 

	 	 	 	 
	 

	 	Name:
	 	John J. Wellik
	 

	 	 	 	 
	 

	 	Title:
	 	VP
	 

	 	 	 	 






Second Supplemental Indenture

Signature Page of Guarantors




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the day and year first written above.



	 	 	 	 	 
	 	 	USP Texas, L.P.
	 
	 	 	 	 
	 

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






Second Supplemental Indenture

Signature Page of Guarantors




 









 








	 	 	 	 	 
	 

	 	By:
	 	/s/ John J. Wellik
	 

	 	 	 	 
	 

	 	Name:
	 	John J. Wellik
	 

	 	 	 	 
	 

	 	Title:
	 	VP
	 

	 	 	 	 





Second Supplemental Indenture

Signature Page of Guarantors




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be
duly executed as of the day and year first written above.



	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
TRUST COMPANY, N.A.,
as Trustee
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Tamara K. Ellis
	 

	 	 	 	 
	 

	 	Name:
	 	Tamara K. Ellis
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





Second Supplemental Indenture

Signature Page of The Bank of New York Trust Company, N.A.