ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH SUCH LITIGATION. THE PLEDGOR IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR
NOTICES SPECIFIED FOR THE PLEDGOR IN SECTION 10.2 OF THE CREDIT AGREEMENT. THE
PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF
VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY
CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE
EXTENT THAT THE PLEDGOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM
JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR
NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR
OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THE PLEDGOR HEREBY
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
SECTION 8.12. Waiver of Jury Trial. THE PLEDGOR HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED
BY LAW ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, EACH LOAN
DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF THE ADMINISTRATIVE AGENT, SUCH LENDER, SUCH ISSUER OR
THE PLEDGOR IN CONNECTION THEREWITH. THE PLEDGOR ACKNOWLEDGES AND AGREES THAT IT
HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS PROVISION (AND EACH
OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A PARTY) AND THAT
THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT, EACH
LENDER AND EACH ISSUER ENTERING INTO THE LOAN DOCUMENTS.
* * * * *
IN WITNESS WHEREOF, each of the parties hereto have caused this
Agreement to be duly executed and delivered by its Authorized Officer as of the
day and year first above written.
UNITED SURGICAL PARTNERS HOLDINGS, INC.
By:
/s/ Mark A. Kopser
Title: Senior Vice President and Chief Financial Officer
CREDIT SUISSE FIRST BOSTON,
as Administrative Agent
By:
/s/ William S. Lutkins
Title: Vice President
By:
/s/ Julia P. Kingsbury
Title: Vice President
ATTACHMENT 1
to Holdings Guaranty and Pledge Agreement
Equity Interests
Description
% of
Outstanding
Certificate
Authorized
Outstanding
Shares
Equity Interests Issuer No.
Shares
Shares
Pledged
USP Domestic Holdings, Inc. [
]
[
]
[
]
100%
USP International Holdings, Inc. [
]
[
]
[
]
100%
EXHIBIT C
ISSUANCE REQUEST
Credit Suisse First Boston,
as Administrative Agent
11 Madison Avenue
New York, New York 10010
Attention:______________________
USP DOMESTIC HOLDINGS, INC.
Ladies and Gentlemen:
This Issuance Request is delivered to you pursuant to Section
2.6 of the Credit Agreement, dated as of June 13, 2001 (as amended,
supplemented, amended and restated or otherwise