0001104659-07-007293 Sample Contracts

WELSH, CARSON, ANDERSON & STOWE X, L.P. 320 Park Avenue, Suite 2500 New York, New York 10022-6815
United Surgical Partners International Inc • February 5th, 2007 • Services-general medical & surgical hospitals, nec

Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among UNCN Holdings, Inc., a Delaware corporation (“Parent”), UNCN Acquisition Corp., a Delaware corporation (“Acquisition”), and United Surgical Partners International, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

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WCAS CAPITAL PARTNERS IV, L.P. 320 Park Avenue, Suite 2500 New York, New York 10022-6815
United Surgical Partners International Inc • February 5th, 2007 • Services-general medical & surgical hospitals, nec • New York

Reference is hereby made to the Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among UNCN Holdings, Inc., a Delaware corporation (“Parent”), UNCN Acquisition Corp., a Delaware corporation (“Acquisition”), and United Surgical Partners International, Inc., a Delaware corporation (the “Company”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.

LIMITED GUARANTEE
Limited Guarantee • February 5th, 2007 • United Surgical Partners International Inc • Services-general medical & surgical hospitals, nec • New York

Limited Guarantee, dated as of January 7, 2007 (this “Limited Guarantee”), by Welsh, Carson, Anderson & Stowe X, L.P., a Delaware limited partnership (the “Guarantor”), in favor of United Surgical Partners International, Inc., a Delaware corporation (the “Guaranteed Party”).

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