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UNITED SURGICAL PARTNERS HOLDINGS, INC.
LETTER TO CLIENTS
FOR
TENDER OF ALL OUTSTANDING
10% SENIOR SUBORDINATED NOTES DUE 2011
IN EXCHANGE FOR
10% SENIOR SUBORDINATED NOTES DUE 2011
THAT HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2002, UNLESS EXTENDED (THE "EXPIRATION DATE").
NOTES TENDERED IN THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE UNLESS PREVIOUSLY ACCEPTED
FOR EXCHANGE.
To Our Clients:
We have enclosed herewith a Prospectus, dated , 2002, of United
Surgical Partners Holdings, Inc., a Delaware corporation (the "Company"), and a
related Letter of Transmittal, which together constitute the Company's offer
(the "Exchange Offer") to exchange its 10% Senior Subordinated Notes due 2011
(the "New Notes"), which have been registered under the Securities Act of 1933
(the "Securities Act"), for a like principal amount of its issued and
outstanding 10% Senior Subordinated Notes due 2011 (the "Old Notes"), upon the
terms and subject to the conditions set forth in the Exchange Offer.
The Exchange Offer is not conditioned upon any minimum number of Old Notes
being tendered.
We are the holder of record of Old Notes held by us for your own account. A
tender of such Old Notes can be made only by us as the record holder and
pursuant to your instructions. The Letter of Transmittal is furnished to you for
your information only and cannot be used by you to tender Old Notes held by us
for your account.
We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account pursuant to the terms and conditions of
the Exchange Offer. We also request that you confirm that we may, on your
behalf, make the representations and warranties contained in the Letter of
Transmittal.
Very truly yours,
PLEASE RETURN YOUR INSTRUCTIONS TO US IN THE ENCLOSED ENVELOPE WITHIN AMPLE TIME
TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION DATE.
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INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT
To Registered Holder and/or Participant in the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus, dated
, 2002 (the "Prospectus"), of United Surgical Partners
Holdings, Inc., a Delaware corporation (the "Company"), and the accompanying
Letter of Transmittal (the "Letter of Transmittal"), that together constitute
the Company's offer (the "Exchange Offer") to exchange its 10% Senior
Subordinated Notes due 2011 (the "New Notes") for all of its outstanding 10%
Senior Subordinated Notes due 2011 (the "Old Notes"). Capitalized terms used,
but not defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or book-entry transfer
facility participant, as to the action to be taken by you relating to the
Exchange Offer with respect to the Old Notes held by you for the account of the
undersigned.
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The aggregate face amount of the Old Notes held by you for the account of
the undersigned is (FILL IN AMOUNT):
$ of the 10% Senior Subordinated Notes due 2011
With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
/ / To TENDER the following Old Notes held by you for the account of the
undersigned (INSERT PRINCIPAL AMOUNT OF OLD NOTES TO BE TENDERED, IF
ANY):
$ of the 10% Senior Subordinated Notes due 2011
/ / NOT to TENDER any Old Notes held by you for the account of the
undersigned.
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If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized to make, on
behalf of the undersigned (and the undersigned by its signature below, hereby
makes to you), the representations and warranties contained in the Letter of
Transmittal that are to be made with respect to the undersigned as a beneficial
owner, including, but not limited to, the representations, that (i) the New
Notes acquired in exchange for the Old Notes pursuant to the Exchange Offer are
being acquired in the ordinary course of business of the person receiving such
New Notes, (ii) the undersigned is not engaging in and does not intend to engage
in a distribution of the New Notes, (iii) the undersigned does not have any
arrangement or understanding with any person to participate in the distribution
of New Notes, and (iv) neither the undersigned nor any such other person is an
"affiliate" (within the meaning of Rule 405 under the Securities Act of 1933) of
the Company. If the undersigned is a broker-dealer that will receive New Notes
for its own account in exchange for Old Notes, it acknowledges that it will
deliver a prospectus in connection with any resale of such New Notes.
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SIGN HERE
Name of beneficial owner(s): ___________________________________________________
SIGNATURE(S)
Name(s): _______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
(PLEASE PRINT)
Address: _______________________________________________________________________
Telephone number: ______________________________________________________________
Taxpayer Identification or Social Security Number: _____________________________
Date: __________________________________________________________________________
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