CREDIT AGREEMENT dated as of August 23, 2007 among SYMBOL HOLDINGS CORPORATION, as Holdings SYMBOL MERGER SUB, INC. (to be merged with and into SYMBION, INC.), as the Borrower The Lenders Party Hereto from Time to Time MERRILL LYNCH CAPITAL...Credit Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • New York
CREDIT AGREEMENT dated as of August 23, 2007, among SYMBOL MERGER SUB, INC. (to be merged with and into SYMBION, INC.), a Delaware corporation (the “Borrower”), SYMBOL HOLDINGS CORPORATION, a Delaware corporation (“Holdings”), the LENDERS party hereto from time to time, MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent and Collateral Agent, MERRILL LYNCH & CO., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and BANC OF AMERICA SECURITIES LLC, as joint lead arrangers and joint bookrunners, BANK OF AMERICA, N.A., as Syndication Agent, and THE ROYAL BANK OF SCOTLAND PLC and FIFTH THIRD BANK, as Co-Documentation Agents.
OPERATING AGREEMENT OF SMBIMS DURANGO, LLCOperating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Tennessee
This Operating Agreement (the “Agreement”) of SMBIMS DURANGO, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”) and the Company, effective as of July 5, 2006.
OPERATING AGREEMENT OF SMBISS E, LLCOperating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Tennessee
This Operating Agreement (the “Agreement”) of SMBISS E, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of July 21, 2005.
Registration Rights Agreement Dated As of June 3, 2007 among SYMBION, INC., THE GUARANTORS LISTED ON SCHEDULE A HERETO and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BANC OF AMERICA SECURITIES LLC and GREENWICH CAPITAL MARKETS, INC.Registration Rights Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • New York
This Agreement is made pursuant to the Purchase Agreement, dated as of May 29, 2008, by and among the Company, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of an aggregate of $179,937,000 principal amount of the Company’s 11%/11¾% Senior PIK Toggle Notes due 2015 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof between the Company, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”) (the “Indenture”). Pursuant to the Purchase Agreement and the Indenture, the Guarantors are required to guarantee (collectively, the “Guarantees”) the Issuer’s obligations under the Notes and the Indenture. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. References to the “Issuer” refer to the Company. In order to induce the Initial Purchasers to enter into the Purchase Agreement, t
OPERATING AGREEMENT OF SMBIMS KIRKWOOD, LLCOperating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Tennessee
This Operating Agreement (the “Agreement”) of SMBIMS KIRKWOOD, LIC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of December 31, 2007.
LIMITED LIABILITY COMPANY AGREEMENT OF NEOSPINE SURGERY, LLCLimited Liability Company Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Delaware
This Limited Liability Company Agreement (the “Agreement”) of NeoSpine Surgery, LLC, a Delaware limited company (the “Company”), is entered into by and between NeoSpine LLC (the “Member”) and the Company, effective as of December 5, 2003.
EMPLOYMENT AGREEMENTEmployment Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Tennessee
This Employment Agreement (the “Agreement”) is made and executed to be effective as of the consummation of the Merger, by and between Symbion, Inc. (the “Company”), and Clifford G. Adlerz, an individual and resident of Franklin, Tennessee (“Executive”). Defined terms used herein have the meaning attributed thereto in the text hereof or if not so defined, as set forth in Section 18.
SINGLE MEMBER OPERATING AGREEMENT OPERATING AGREEMENT OF UNIPHY HEALTHCARE OF MEMPHIS I, LLC MembersSingle Member Operating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine
Name, Address, SS# Class of Membership Interest and Percentage Interest to be Acquired Amount of Cash or Value of Property or Services Required to be Contributed Time at Which Contribution is Required to be Made
LIMITED LIABILITY COMPANY AGREEMENT OF NORTHSTAR HOSPITAL, LLCLimited Liability Company Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Delaware
This limited liability company agreement of NORTHSTAR HOSPITAL, LLC, a Delaware limited liability company (the “Company”), effective as of June 21, 2007 (this “Agreement”), is entered into by SMBI Northstar, LLC, a Tennessee limited liability company, as the sole member (the “Member”).
OPERATING AGREEMENT OF SMBIMS NOVI, LLCOperating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Tennessee
This Operating Agreement (the “Agreement”) of SMBIMS NOVI, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee corporation (the “Member”) and the Company, effective as of August 21, 2006.
EMPLOYEE CONTRIBUTION AGREEMENTEmployee Contribution Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • New York
THIS EMPLOYEE CONTRIBUTION AGREEMENT (this “Agreement”) is made as of August , 2007 between Symbion Holdings Corporation, a Delaware corporation (the “Company”), and the individual listed on the signature pages hereof (“Employee”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to those terms in Section 3 below. This Agreement is entered into in connection with the Symbion Holdings Corporation Compensation Equity Participation Plan (“Compensation Plan”).
OPERATING AGREEMENT OF SMBI OSE, LLCOperating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Alabama
This Operating Agreement (the “Agreement”) of SMBI OSE, LLC, an Alabama limited liability company (the “Company”), is entered into by and between SMBIMS Tuscaloosa, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of January 30, 2008.
LIMITED LIABILITY COMPANY AGREEMENT OF AMBULATORY RESOURCE CENTRES INVESTMENT COMPANY, LLCLimited Liability Company Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Delaware
This limited liability company agreement of AMBULATORY RESOURCE CENTRES INVESTMENT COMPANY, LLC, a Delaware limited liability company (the “Company”), effective as of December 20, 2007 (this “Agreement”), is entered into by SymbionARC Management Services, Inc., a Tennessee corporation, as the sole member (the “Member”).
SINGLE MEMBER OPERATING AGREEMENTSingle Member Operating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine
Name, Address, SS# Class of Membership Interest and Percentage Interest to be Acquired Amount of Cash or Value of Property or Services Required to be Contributed Time at Which Contribution is Required to be Made
SINGLE MEMBER OPERATING AGREEMENT OPERATING AGREEMENT OF SARC/SAN ANTONIO, LLC MembersSingle Member Operating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine
Name, Address, SS# Class of Membership Interest and Percentage Interest to be Acquired Amount of Cash or Value of Property or Services Required to be Contributed Time at Which Contribution is Required to be Made
OPERATING AGREEMENT OF ASC OF NEW ALBANY, LLCOperating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Indiana
This Operating Agreement (the “Agreement”) of ASC OF NEW ALBANY, LLC, an Indiana limited liability company (the “Company”), is entered into by and between SARC/Vincennes, Inc., a Tennessee corporation (the “Member”), and the Company, effective as of December 31, 2007.
LIMITED LIABILITY COMPANY AGREEMENTConveyance Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Delaware
This Limited Liability Company Agreement of PSC Operating Company LLC (this “Agreement”) is entered into by Physicians Surgical Care, Inc., a Delaware corporation (the “Member”), as of January 1, 2000. In consideration of the covenants, conditions and agreements contained herein, the Member, who upon the date hereof is the sole member of the Company, hereby determines as follows:
OPERATING AGREEMENT OF SMBISS ROSWELL, LLCOperating Agreement of Smbiss • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Tennessee
This Operating Agreement (the “Agreement”) of SMBISS Roswell, LLC, a Tennessee limited company (the “Company”), is entered into by and between SymbionARC Management Services, Inc. (the “Member”) and the Company, effective as of February 8, 2005.
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Delaware
This Limited Liability Company Agreement (this “Agreement”) of PSC of New York, L.L.C. is entered into by Physicians Surgical Care, Inc., a Delaware corporation (the “Member”) as of July 14, 1999. In consideration of the covenants, conditions and agreements contained herein, the Member, who upon the date hereof is the sole Member, hereby determines as follows:
ADVISORY SERVICES AND MONITORING AGREEMENTAdvisory Services and Monitoring Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • New York
This Advisory Services and Monitoring Agreement (this “Agreement”) is entered into as of August 23, 2007, among Symbion, Inc., a Delaware corporation (the “Company”), Symbion Holdings Corporation, a Delaware corporation (“Parent”), and Crestview Advisors, L.L.C., a Delaware limited liability company (“Advisor”).
FIRST AMENDMENT TO THE OPERATING AGREEMENT OF NEOSPINE SURGERY OF BRISTOL, LLCOperating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Delaware
This FIRST AMENDMENT (the “Amendment”), effected September 23, 2005, is made to the Operating Agreement of NeoSpine Surgery of Bristol, LLC, a Delaware limited liability company (the “Company”), dated as of January 25, 2005, by and among NeoSpine Surgery, LLC, a Delaware limited liability company (“NeoSpine”), the Company, and the other Members of the Company. Capitalized terms not defined herein shall be deemed to have the meanings ascribed thereto in the Operating Agreement.
OPERATING AGREEMENT OF SMBIMS FLORIDA I, LLCOperating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Florida
This Operating Agreement (the “Agreement”) of SMBIMS Florida I, LLC, a Florida limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of October 27, 2005.
OPERATING AGREEMENT OF SMBISS EAST GREENWICH, LLCOperating Agreement of Smbiss • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Tennessee
This Operating Agreement (the “Agreement”) of SMBISS East Greenwich, LLC, a Tennessee limited company (the “Company”), is entered into by and between SymbionARC Management Services, Inc. (the “Member”) and the Company, effective as of February 8, 2005.
LIMITED LIABILITY COMPANY AGREEMENT OF QUAHOG HOLDING COMPANY, LLCLimited Liability Company Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Delaware
This Limited Liability Company Agreement (the “Agreement”) of Quahog Holding Company, LLC, a Delaware limited company (the “Company”), is entered into by and between ARC Financial Services Corporation (the “Member”) and the Company, effective as of October 10, 2006.
SINGLE MEMBER OPERATING AGREEMENT OPERATING AGREEMENT OF UNIPHY HEALTHCARE OF JOHNSON CITY VI, LLC MembersSingle Member Operating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine
Name, Address, SS# Class of Membership Interest and Percentage Interest to be Acquired Amount of Cash or Value of Property or Services Required to be Contributed Time at Which Contribution is Required to be Made
SHAREHOLDERS AGREEMENT dated as of August 23, 2007 among SYMBION HOLDINGS CORPORATION, CRESTVIEW SYMBION HOLDINGS, L.L.C., THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY (FOR ITS GROUP ANNUITY SEPARATE...Shareholders Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Delaware
WHEREAS, pursuant to the terms of the Agreement and Plan of Merger dated as of April 24, 2007 (the “Merger Agreement”) by and among Symbion, Inc., a Delaware corporation, Symbol Acquisition, L.L.C., a Delaware limited liability company, and Symbol Merger Sub, Inc., a Delaware corporation, Symbol Merger Sub, Inc. will be merged with and into Symbion, Inc., with Symbion, Inc. as the surviving corporation (the “Merger”);
OPERATING AGREEMENT OF SMBISS I, LLCOperating Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Tennessee
This Operating Agreement (the “Agreement”) of SMBISS I, LLC, a Tennessee limited liability company (the “Company”), is entered into by and between SymbionARC Management Services, Inc., a Tennessee company (the “Member”) and the Company, effective as of July 21, 2005.
OPERATING AGREEMENT OF SMBISS SANDY SPRINGS, LLCOperating Agreement of Smbiss Sandy • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Tennessee
This Operating Agreement (the “Agreement”) of SMBISS Sandy Springs, LLC, a Tennessee limited company (the “Company”), is entered into by and between SymbionARC Management Services, Inc. (the “Member”) and the Company, effective as of February 8, 2005.
LIMITED LIABILITY COMPANY AGREEMENTConveyance Agreement • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • Delaware
This Limited Liability Company Agreement of PSC Development Company LLC (this “Agreement”) is entered into by Physicians Surgical Care, Inc., a Delaware corporation (the “Member”), as of January 1, 2000. In consideration of the covenants, conditions and agreements contained herein, the Member, who upon the date hereof is the sole member of the Company, hereby determines as follows:
FIRST SUPPLEMENTAL INDENTURESupplemental Indenture • September 26th, 2008 • NeoSpine Surgery, LLC • Services-offices & clinics of doctors of medicine • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 18, 2008, among Northstar Hospital, LLC (the “Guaranteeing Subsidiary”), an indirect subsidiary of Symbion, Inc., a Delaware corporation (the “Issuer”), the Issuer and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).
