**Exhibit 10.14**

 

 

EXECUTED TERMS AND CONDITIONS

 

3-YEAR FIXED RATE INTEREST RATE SWAP

 
| **Counterparties:**                 |   | Merrill  Lynch Capital Services, Inc. (“MLCS”)                                                                                                                                 |
|-------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                |   |                                                                                                                                                                                          |
|                                |   | Symbion, Inc.  (“Symbion”)                                                                                                                                                     |
|                                |   |                                                                                                                                                                                          |
| **Trade Date:**                     |   | October 4,  2007                                                                                                                                                                         |
|                                |   |                                                                                                                                                                                          |
| **Effective Date:**                 |   | October 31,  2007                                                                                                                                                                        |
|                                |   |                                                                                                                                                                                          |
| **Maturity Date:**                  |   | October 29,  2010                                                                                                                                                                        |
|                                |   |                                                                                                                                                                                          |
| **Notional:**                       |   | $150,000,000                                                                                                                                                                                  |
|                                |   |                                                                                                                                                                                          |
| **Symbion Pays:**                   |   | 4.701%                                                                                                                                                                                        |
|                                |   |                                                                                                                                                                                          |
| **Frequency:**                      |   | Quarterly                                                                                                                                                                                     |
|                                |   |                                                                                                                                                                                          |
| **Day-count Convention:**           |   | Actual/360,  Adjusted                                                                                                                                                                         |
|                                |   |                                                                                                                                                                                          |
| **Payment Dates:**                  |   | The  last business day of each January, April, July, and October, subject to  adjustment in accordance with the Modified Following Business Day convention,  beginning January 31, 2008. |
|                                |   |                                                                                                                                                                                          |
| **MLCS Pays:**                      |   | 3-month  LIBOR                                                                                                                                                                                |
|                                |   |                                                                                                                                                                                          |
| **Frequency:**                      |   | Quarterly                                                                                                                                                                                     |
|                                |   |                                                                                                                                                                                          |
| **Day-count Convention:**           |   | Actual/360,  Adjusted                                                                                                                                                                         |
|                                |   |                                                                                                                                                                                          |
| **Payment Dates:**                  |   | The  last business day of each January, April, July, and October, subject to  adjustment in accordance with the Modified Following Business Day convention,  beginning January 31, 2008. |
|                                |   |                                                                                                                                                                                          |
| **Business Days for Payments:**     |   | New  York                                                                                                                                                                                     |
|                                |   |                                                                                                                                                                                          |
| **Business Days for LIBOR Resets:** |   | London                                                                                                                                                                                        |

 

Thisinformation is for your private information and is for discussion purposesonly. We are not soliciting any action based upon it. We are acting solely inthe capacity of an arm’s length counterparty and not in the capacity of yourfinancial adviser or fiduciary. We or our affiliates may buy or sellinstruments identical or economically related to any instruments mentionedhere. We or our affiliates may have an investment banking or other commercialrelationship with the issuer of any security or financial instrument mentionedhere or related thereto. Generally, all over-the-counter (“OTC”) derivativetransactions involve the risk of adverse or unanticipated market developments,risk of illiquidity and other risks. Unless specifically stated otherwise, anyprices mentioned here are not bids or offers by Merrill Lynch to purchase orsell any securities or financial instruments. Prior to undertaking any trade,you should discuss with your professional tax or other adviser how suchparticular trade(s) affect you. Options are not suitable for allinvestors. Option buyers may lose their entire investment. Option sellers mayhave an unlimited loss.

 

THISBRIEF STATEMENT DOES NOT DISCLOSE ALL OF THE RISKS AND OTHER SIGNIFICANTASPECTS OF ENTERING INTO ANY PARTICULAR TRANSACTION.

 

----