AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • Texas
AMENDED AND RESTATED EMPLOYMENT AGREEMENT made and entered into by and between United Surgical Partners International, Inc. (the “Company”), a Delaware corporation with its principal place of business at 15305 Dallas Parkway, Suite 1600, Addison, TX 75001-6491 and Brett P. Brodnax of 7819 Amherst Dr., Dallas, TX 75225 (the “Executive”), effective as of the 19th day of April, 2007 (the “Effective Date”).
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...Guarantee and Collateral Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • New York
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.
OPERATING AGREEMENT AND REGULATIONS OF ISS-ORLANDO, LLC, a Florida Limited Liability Company EFFECTIVE DATE - October 15, 2001Operating Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • Florida
This Operating Agreement (the “Agreement”) for ISS-ORLANDO, LLC, a Florida Limited Liability Company (the “Company”), is made and entered into between fee Company and STEPHEN F. FOREMAN (the “Members”), as of the 15th day of October, 2001.
OPERATING AGREEMENT OF SAME DAY SURGERY, L.L.C. AN ILLINOIS LIMITED LIABILITY COMPANY EFFECTIVE DECEMBER 16, 1994Operating Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • Illinois
THIS OPERATING AGREEMENT is dated as of , 1995 by and between EDWARD ATKINS (“Atkins”), THOMAS MALLON (“Mallon”) and MATTHEW CAMPBELL (“Campbell”), hereinafter referred to collectively as “Members”.
LIMITED LIABILITY COMPANY AGREEMENT OF NORTH MACARTHUR SURGERY CENTER, LLCLimited Liability Company Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • Oklahoma
This Limited Liability Company Agreement (this “Agreement”) of North MacArthur Surgery Center, LLC is entered into as of the 19th day of April, 2007, by USP Oklahoma, Inc. as a member (the “Member”).
Operating Agreement of Surgery Centers Holding Company, L.L.C.Operating Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • Tennessee
This OPERATING AGREEMENT is made effective as of the 25th day of July 2002, and is made by the sole member Surgery Centers of America II, L.L.C. (the “Member”).
USP Texas, L.P. A Texas Limited PartnershipLimited Partnership Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks
This Limited Partnership Agreement is entered into as of the 1st day of January, 2000, by and between USP North Texas, Inc., a Delaware corporation (the “General Partner”), and USP Nevada Holdings, LLC, a Nevada corporation (the “Limited Partner”), as follows:
UNITED SURGICAL PARTNERS INTERNATIONAL, INC. and each of the Guarantors party hereto 87/8% SENIOR SUBORDINATED NOTES DUE 2017 and 91/4%/10% SENIOR SUBORDINATED TOGGLE NOTES DUE 2017 INDENTURE Dated as of April 19, 2007 U.S. Bank National Association...Indenture • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • New York
INDENTURE dated as of April 19, 2007 by and among UNITED SURGICAL PARTNERS INTERNATIONAL, INC., a Delaware corporation (and successor by merger to UNCN Acquisition Corp.) (the “Issuer”), the Guarantors (as defined), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
CREDIT AGREEMENT dated as of April 19, 2007 among USPI HOLDINGS, INC., as Holdings UNITED SURGICAL PARTNERS INTERNATIONAL, INC., as the Borrower The Lenders Party Hereto from Time to Time CITIBANK, N.A., as Administrative Agent and Collateral Agent...Credit Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • New York
Pursuant to the Agreement and Plan of Merger dated as of January 7, 2007 (the “Merger Agreement”), by and among the Borrower, Holdings and UNCN Acquisition Corp., a Delaware corporation (“Acquisition Corp.”), Acquisition Corp. will merge with and into the Borrower (the “Merger”), with the Borrower surviving the Merger.
AMENDED AND RESTATED OPERATING AGREEMENT OF SURGERY CENTERS OF AMERICA, II, L.L.C. OKLAHOMA LIMITED LIABILITY COMPANYOperating Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • Oklahoma
This amended and restated Operating Agreement dated this 18th day of January, 1999, replaces and supercedes the original Operating Agreement of the Company dated August 6, 1996.
LIMITED LIABILITY COMPANY AGREEMENT OF SAME DAY MANAGEMENT, L.L.C.Limited Liability Company Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • Illinois
This Limited Liability Company Agreement (this “Agreement”) of Same Day Management, L.L.C. is entered into as of the 19th day of April, 2007, by Same Day Surgery, LLC as a member (the “Member”).
UNITED SURGICAL PARTNERS INTERNATIONAL, INC. 87/8% Senior Subordinated Notes due 2017 91/4%/10% Senior Subordinated Toggle Notes due 2017 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks • New York
PLEASE FILL IN YOUR NAME AND ADDRESS BELOW IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
FIRST AMENDMENT TO THE UNITED SURGICAL PARTNERS INTERNATIONAL, INC. DEFERRED COMPENSATION PLAN EFFECTIVE JANUARY 1, 2005Deferred Compensation Plan • July 3rd, 2007 • Usp Mission Hills, Inc. • Blank checks
THIS FIRST AMENDMENT (this “First Amendment”) is effective, except as otherwise specified below, as of the date the transactions contemplated in that certain Agreement and Plan of Merger among UNCN Holdings, Inc., UNCN Acquisition Corp. and United Surgical Partners International, Inc., dated as of January 7, 2007 (the “Merger Agreement”), are consummated (the “Closing Date”), and is made by United Surgical Partners International, Inc., a Delaware corporation (the “Corporation”) as of April 18, 2007.
