exv10w1



 








Exhibit 10.1




FIRST SUPPLEMENTAL INDENTURE




     FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of July 14, 2006, among
the new guarantors listed on the signature pages hereof (the “New Guarantors”), each of which is a
subsidiary of United Surgical Partners Holdings, Inc., a Delaware corporation (the “Company”), 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 under the indenture referred to below (the “Trustee”).



W I T N E S S E T H :




     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,
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, Section 4.12 of the Indenture provides that the Company shall cause the New
Guarantors to execute and deliver to the Trustee a supplemental indenture pursuant to which the New
Guarantors shall guarantee the Company’s obligations with respect to the Notes on the terms
provided for in the Indenture on the terms and conditions set forth herein; and



     WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee, the Company and the New
Guarantors are authorized to execute and deliver this Supplemental Indenture;



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, each New Guarantor, the Company and the
Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes
as follows:



     1. Agreement to Guarantee. Each New Guarantor hereby, jointly and severally with all
the other Guarantors, unconditionally guarantees payment of the Notes, payment of all other amounts
due under the Notes and the Company’s obligations under the Notes and the Indenture on the terms
and subject to the conditions set forth in Article 11 of the Indenture and agrees to be bound by
all other applicable provisions of the Indenture and the Notes.



     2. Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as
expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the
terms, conditions and provisions thereof 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 shall be bound hereby.



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



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     4. Trustee Makes No Representation. The Trustee makes no representation as to the
validity or sufficiency of this Supplemental Indenture.



     5. Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same
agreement.



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



[SIGNATURE PAGE FOLLOWS]




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



	 	 	 	 	 
	 	 	UNITED SURGICAL PARTNERS
HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Mark A. Kopser
	 

	 	 	 	 
	 

	 	Name:
	 	Mark A. Kopser
	 

	 	 	 	 
	 

	 	Title:
	 	SVP
	 

	 	 	 	 





First Supplemental Indenture

Signature Page of United Surgical Partners Holdings, Inc.




 









 








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



	 	 	 
	American Endoscopy Services, Inc.

	 	USP Cottonwood, Inc.
	OrthoLink Radiology Services Corporation

	 	USP Creve Coeur, Inc.
	Physicians Data Professionals, Inc.

	 	USP Decatur, Inc., f.k.a. Health Horizons of Decatur, Inc.
	Specialty Surgicenters, Inc.

	 	USP Destin, Inc.
	SSI Holdings, Inc.

	 	USP Florissant, Inc.
	Surgicoe of Texas, Inc.

	 	USP Fontana, Inc.
	Surginet, Inc.

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

	 	USP Houston, Inc.
	Surginet of Rivergate, Inc.

	 	USP Huntsville, Inc.
	Surgis, Inc.

	 	USP Indiana, Inc.
	Surgis of Chico, Inc.

	 	USP Kansas City, 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 Newport News, Inc.
	Surgis of Sonoma, Inc.

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

	 	USP Oklahoma, Inc.
	Surgis of Willowbrook Inc.

	 	USP Olive, Inc.
	Surgis of Woolbright, Inc.

	 	USP Oxnard, Inc.
	Surgis Management Services, Inc.

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

	 	USP Phoenix, Inc.
	USP Alexandria, Inc.

	 	USP Pittsburgh, Inc.
	USP Austin, Inc.

	 	USP Reading, Inc.
	USP Austintown, Inc.

	 	USP Richmond, Inc.
	USP Baton Rouge, Inc.

	 	USP Richmond II, Inc.
	USP Baltimore, Inc.

	 	USP Rockwall, Inc.
	USP Belleville, Inc.

	 	USP Sacramento, Inc.
	USP Bridgeton, Inc.

	 	USP San Antonio, Inc.
	USP Cedar Park, Inc.

	 	USP San Gabriel, Inc.
	USP Central New Jersey, Inc.

	 	USP Securities Corporation
	USP Chesterfield, Inc.

	 	USP St. Peters, Inc.
	USP Chicago, Inc.

	 	USP Sunset Hills, Inc.
	USP Cleveland, Inc.

	 	USP Torrance, Inc.
	USP Coast, Inc.

	 	USP Virginia Beach, Inc.
	USP Columbia, Inc.

	 	USP West Covina, Inc.
	USP Corpus Christi, Inc.

	 	USP Westwood, Inc.






First Supplemental Indenture

Signature Page of the New Guarantors




 









 








	 	 	 	 	 
	 

	 	By:
	 	/s/ John J. Wellik
	 

	 	 	 	 
	 

	 	Name:
	 	John J. Wellik
	 

	 	 	 	 
	 

	 	Title:
	 	VP
	 

	 	 	 	 





First Supplemental Indenture

Signature Page of the New Guarantors




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this First 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
	 
	 	 	 	 	 	 	 	 
	 	 	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






First Supplemental Indenture

Signature Page of the New 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
	 

	 	 	 	 





First Supplemental Indenture

Signature Page of the New Guarantors




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this First 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/ John C. Stohlmann
	 

	 	 	 	 
	 

	 	Name:
	 	John C. Stohlmann
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 





First Supplemental Indenture

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