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$150,000,000
UNITED SURGICAL PARTNERS HOLDINGS, INC.
10% Senior Subordinated Notes Due 2011
PURCHASE AGREEMENT
December 14, 2001
CREDIT SUISSE FIRST BOSTON CORPORATION
LEHMAN BROTHERS INC.
SG COWEN SECURITIES CORPORATION
As Representatives of the Several Purchasers,
c/o Credit Suisse First Boston Corporation,
Eleven Madison Avenue,
New York, N.Y. 10010-3629
Dear Sirs:
1. INTRODUCTORY. United Surgical Partners Holdings, Inc., a Delaware
corporation (the "COMPANY") and wholly-owned subsidiary of United Surgical
Partners International, Inc., a Delaware corporation (the "PARENT"), proposes to
issue and sell to the several initial purchasers named on SCHEDULE A hereto (the
"PURCHASERS") upon the terms and subject to the conditions set forth in this
agreement (the "PURCHASE AGREEMENT") U.S. $150,000,000 principal amount of its
10% Senior Subordinated Notes due 2011 (the "NOTES") to be issued under an
indenture, dated as of December 19, 2001 (the "INDENTURE"), among the Company,
the guarantors from time to time parties thereto (the "GUARANTORS") and U.S.
Trust Company of Texas, N.A. as trustee (the "TRUSTEE"). The Notes will be
guaranteed (the "GUARANTEE," and together with the Notes, the "OFFERED
SECURITIES") by the Guarantors. The United States Securities Act of 1933 is
herein referred to as the "SECURITIES ACT."
Holders (including subsequent transferees) of the Offered Securities
will have the registration rights set forth in the registration rights agreement
(the "REGISTRATION RIGHTS AGREEMENT"), to be dated the Closing Date (as
hereinafter defined), in substantially the form of EXHIBIT I hereto, for so long
as such Offered Securities constitute "TRANSFER RESTRICTED SECURITIES" (as
defined in the Registration Rights Agreement). Pursuant to the Registration
Rights Agreement, the Company and the Guarantors will agree to file with the
Securities and Exchange Commission (the "COMMISSION") under the circumstances
and upon the terms and subject to the conditions set forth therein, (i) a
registration statement under the Securities Act (the "EXCHANGE OFFER
REGISTRATION STATEMENT") relating to the Company's 10% Senior Subordinated Notes
in a like aggregate principal amount as the Company issued under the Indenture,
identical in all material respects to the Offered Securities and registered
under the Securities Act (the "EXCHANGE SECURITIES"), to be offered in exchange
for the Offered Securities (such offer to exchange being referred to as the
"EXCHANGE OFFER") and, if applicable, (ii) a shelf registration statement
pursuant to Rule 415 under the Securities Act (the "SHELF REGISTRATION
STATEMENT" and, together with the Exchange Offer Registration Statement, the
"REGISTRATION STATEMENTS") relating to the resale by certain holders of the
Offered Securities and to use their reasonable best efforts to cause such
Registration Statements to be declared and remain effective and usable for the
periods specified in the Registration Rights Agreement and to consummate the
Exchange Offer. The Offered Securities and the Exchange Securities are referred
to collectively as the "SECURITIES."
The Company and the Guarantors hereby agree with the several Purchasers
as follows:
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2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE GUARANTORS.
The Company and the Guarantors represent and warrant to, and agree with, the
several Purchasers that:
(a) A preliminary offering circular and an offering circular
relating to the Offered Securities to be offered by the Purchasers have
been prepared by the Company. Such preliminary offering circular (the
"PRELIMINARY OFFERING CIRCULAR") and offering circular (the "OFFERING
CIRCULAR"), as supplemented as of the date of this Agreement and any
other document approved by the Company for use in connection with the
contemplated resale of the Offered Securities are hereinafter
collectively referred to as the "OFFERING DOCUMENT." On the date of
this Agreement, the Offering Document does not include any untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading. The preceding
sentence does not apply to statements in or omissions from the Offering
Document based upon written information furnished to the Company by any
Purchaser through Credit Suisse First Boston Corporation ("CSFBC")
specifically for use therein, it being understood and agreed that the
only such information is that described as such in Section 7(b) hereof.
Except as disclosed in the Offering Document, on the date of this
Purchase Agreement, the Company's Quarterly Report on Form 10-Q filed
with the Commission on August 14, 2001 and all subsequent reports
(collectively, the "EXCHANGE ACT REPORTS") which have been filed by the
Company with the Commission or sent to stockholders pursuant to the
Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), do
not include any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading.
Such documents, when they were filed with the Commission, conformed in
all material respects to the requirements of the Exchange Act and the
rules and regulations of the Commission thereunder.
(b) The Company and the Parent have each been duly
incorporated and each is an existing corporation in good standing under
the laws of the State of Delaware, with power and authority (corporate
and other) to own their respective properties and conduct their
respective business as described in the Offering Document; and the
Company and the Parent each are duly qualified to do business as a
foreign corporation in good standing in all other jurisdictions in
which their respective ownership or lease of property or the conduct of
their respective business requires such qualification, except where the
failure to be so qualified or to be in good standing would not,
individually or in the aggregate, have a material adverse effect on the
business, condition (financial or otherwise), properties or results of
operations of the Company, the Parent and the Company's subsidiaries
taken as a whole ("MATERIAL ADVERSE EFFECT"). SCHEDULE B attached
hereto is a true, complete and correct list of all of the direct and
indirect subsidiaries of the Parent and indicating their respective
jurisdictions of formation or organization, the Parent's direct or
indirect ownership therein, and whether such entity is a Guarantor
(each such subsidiary, including the Company, a "PARENT SUBSIDIARY,"
and collectively, the "PARENT SUBSIDIARIES").
(c) Each Parent Subsidiary has been duly incorporated or
organized and is an existing corporation, limited partnership or
limited liability company in good standing under the laws of the
jurisdiction of its incorporation or organization, with power and
authority (corporate and other) to own its properties and conduct its
business as described in the Offering Document; and each Parent
Subsidiary is duly qualified to do business as a foreign corporation,
limited partnership or limited liability company in good standing in
all other jurisdictions in which its ownership or lease of property or
the conduct of its business requires such qualification, except where
the failure to be so qualified or to be in good standing would not,
individually or in the aggregate, have a Material Adverse Effect; all
of the issued and outstanding capital stock or similar ownership
interest of each Parent Subsidiary has been duly authorized and validly
issued and is fully paid and nonassessable; and the capital stock or
similar ownership interest of each Parent Subsidiary owned by the
Parent, directly or through subsidiaries, is owned free from liens,
encumbrances and defects other than
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those liens permitted pursuant to the existing domestic credit
facility as defined in the Offering Circular ("PERMITTED LIENS"),
except where such lien, encumbrance and/or defect would not have a
Material Adverse Effect.
(d) The Indenture has been duly authorized; the Offered
Securities have been duly authorized; and when the Offered Securities
are delivered and paid for pursuant to this Purchase Agreement on the
Closing Date (as defined below), the Indenture will have been duly
executed and delivered by the Company and the Guarantors, such Offered
Securities will have been duly executed, authenticated, issued and
delivered and will conform to the description thereof contained in the
Offering Document and the Indenture and such Offered Securities will
constitute valid and legally binding obligations of the Company and the
Guarantors, enforceable against the Company and the Guarantors in
accordance with their terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to
general equitable principles (regardless of whether considered in a
proceeding in equity or law).
(e) Except as disclosed in the Offering Document, there are no
contracts, agreements or understandings between the Company or any
Guarantor on the one hand, and any person on the other hand that would
give rise to a valid claim against the Company, any Guarantor or any
Purchaser for a brokerage commission, finder's fee or other like
payment in connection with this offering.
(f ) No consent, approval, authorization, or order of, or
filing with, any governmental agency or body or any court or any
securities industry self-regulatory organization is required for the
consummation of the transactions contemplated by this Purchase
Agreement and the Registration Rights Agreement in connection with the
issuance and sale of the Offered Securities by the Company and the
Guarantors, except such as have been obtained or made under the
Securities Act and except for filing of the Registration Statements
with the Commission and the order of the Commission declaring them
effective or as may be required by state securities laws.
(g) The execution, delivery and performance of this Purchase
Agreement, the Registration Rights Agreement and the Indenture by the
Company and the Guarantors, and the issuance and sale of the Offered
Securities by the Company and the Guarantors will not: (i) result in a
breach or violation of any of the terms and provisions of, or
constitute a default under, (a) any statute, rule, regulation or order
of any governmental agency or body or any court, domestic or foreign,
having jurisdiction over the Company, the Parent or any Parent
Subsidiary or any of their properties, assuming compliance with state
securities laws, (b) any agreement or instrument, other than the
existing domestic credit facility as defined in the Offering Circular
which we expect to amend prior to or concurrently with the offering, to
which the Company, the Parent or any such Parent Subsidiary is a party
or by which the Company, the Parent or any such Parent Subsidiary is
bound or to which any of the properties of the Company, the Parent or
any such Parent Subsidiary is subject, or (c) the charter or by-laws of
the Company or the Parent or the charter, by-laws or other
organizational documents of any such Parent Subsidiary; or (ii) result
in the creation or imposition of any lien, charge, claim or encumbrance
upon any property or asset of the Company, the Parent or any such
Parent Subsidiary, other than, in the case of breaches, violations or
defaults described in clauses (i)(b) and liens, charges, claims or
encumbrances described in clause (ii) that would not, individually or
in the aggregate, have a Material Adverse Effect; and the Company and
the Guarantors have full power and authority to authorize, issue and
sell the Offered Securities as contemplated by this Agreement.
(h) This Purchase Agreement has been duly authorized, executed
and delivered by the Company and the Guarantors.
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(i) Except as disclosed in the Offering Document, the Company,
the Parent and the Parent Subsidiaries have good and marketable title
to all real properties and all other properties and assets owned by
them, in each case free from liens, encumbrances and defects that would
materially affect the value thereof or materially interfere with the
use made or to be made thereof by them; and except as disclosed in the
Offering Document, the Company, the Parent and the Parent Subsidiaries
hold any leased real or personal property under valid and enforceable
leases with no exceptions that would materially interfere with the use
made or to be made thereof by them, in each case, other than Permitted
Liens.
(j) The Company, the Parent and the Parent Subsidiaries
possess such certificates, consents, exemptions, orders, licenses,
authorities, accreditations or permits issued by appropriate
governmental agencies, self-regulatory organizations, governmental and
private accrediting bodies and courts and other tribunals
(collectively, the "PERMITS") necessary to conduct the business now
owned, operated or managed by them, including but not limited to such
Permits as are required with respect to those facilities owned,
operated or managed by the Parent or any of the Parent Subsidiaries
that participate in Medicare and/or Medicaid, to receive reimbursement
thereunder, except for such failures to have Permits which would not,
individually or in the aggregate, have a Material Adverse Effect. The
Company, the Parent and the Parent Subsidiaries have not received any
notice of proceedings relating to the revocation or modification of any
such Permit that, if determined adversely to the Company, the Parent or
any of the Parent Subsidiaries, would, individually or in the
aggregate, result in a Material Adverse Effect. The Company, the Parent
and the Parent Subsidiaries have fulfilled and performed all of their
material obligations with respect to such Permits, and no event or
change in condition has occurred which allows, or after notice or lapse
of time or both would allow, revocation or termination thereof or
result in any other material impairment of the rights of the holder of
any such Permit, except as to such qualifications as are set forth in
the Offering Documents and except for such failures which would not,
individually or in the aggregate, result in a Material Adverse Effect.
During the period for which financial statements are included in the
Offering Documents, denials by third party payors of claims for
reimbursement for services rendered by the Company, the Parent and the
Parent Subsidiaries have not had a Material Adverse Effect.
(k) The accounts receivable of the Company, the Parent and the
Parent Subsidiaries are recorded based on established billing rates
less estimates for contractual allowances to reflect reimbursement
arrangements with third party payors such as Medicare, Medicaid, Blue
Cross/Blue Shield, private insurance companies, health maintenance
organizations, preferred provider organizations, managed care systems
and other third party payors. The accounts receivable relating to such
third party payors do not and shall not exceed amounts the Parent and
the Parent Subsidiaries are entitled to receive, subject to adjustments
to reflect reimbursement arrangements with third party payors and
normal discounts in the ordinary course. Additionally, accounts
receivable of the Parent and the Parent Subsidiaries are net of
estimated allowances for doubtful accounts.
(l) None of the Company, the Parent or any of the Parent
Subsidiaries, nor any of their respective officers, directors or
stockholders, or to the knowledge of the Company or the Parent, any
employee or other agent of the Company, the Parent or the Parent
Subsidiaries, has engaged on behalf of the Company, the Parent or any
of the Parent Subsidiaries in any of the following: (i) knowingly and
willfully making or causing to be made a false statement or
representation of a material fact in any applications for any benefit
or payment under the Medicare or Medicaid program or from any third
party (where applicable Federal or state law prohibits such payments to
third parties); (ii) knowingly and willfully making or causing to be
made any false statement or representation of a material fact for use
in determining rights to any benefit or payment under the Medicare or
Medicaid program or from any third party (where applicable Federal or
state law prohibits such payments to third parties); (iii) failing to
disclose knowledge by a claimant of the occurrence of any event
affecting the initial or continued right to any benefit or payment
under the
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Medicare or Medicaid program or from any third party (where applicable
Federal or state law prohibits such payments to third parties) on its
own behalf or on behalf of another, with intent to secure such benefit
or payment fraudulently; (iv) knowingly and willfully offering,
paying, soliciting or receiving any remuneration (including any
kickback, bribe or rebate), directly or indirectly, overtly or
covertly, in cash or in kind (a) in return for referring an individual
to a Person for the furnishing or arranging for the furnishing of any
item or service for which payment may be made in whole or in part by
Medicare or Medicaid or any third party (where applicable Federal or
state law prohibits such payments to third parties), or (b) in return
for purchasing, leasing or ordering or arranging for or recommending
the purchasing, leasing or ordering of any good, facility, service, or
item for which payment may be made in whole or in part by Medicare or
Medicaid or any third party (where applicable Federal or state law
prohibits such payments to third parties).
(m) No labor dispute with the employees of the Company, the
Parent or any Parent Subsidiary exists or, to the knowledge of the
Company or the Parent, is imminent that is reasonably likely to have a
Material Adverse Effect.
(n) The Company, the Parent and the Parent Subsidiaries own or
possess licenses or other enforceable legal rights to use or can
acquire on reasonable terms, adequate trademarks, trade names and other
rights to inventions, know-how, patents, copyrights, confidential
information and other intellectual property (collectively,
"INTELLECTUAL PROPERTY RIGHTS") necessary to conduct the business now
operated by them, or presently employed by them, and have not received
any notice of infringement of or conflict with asserted rights of
others with respect to any intellectual property rights that, if
determined adversely to the Company, the Parent or any of the Parent
Subsidiaries would, individually or in the aggregate, have a Material
Adverse Effect.
(o) Except as disclosed in the Offering Document, neither the
Company, the Parent nor any of the Parent Subsidiaries is in violation
of any statute, rule, regulation, decision or order of any governmental
agency or body or any court, domestic or foreign, relating to the use,
disposal or release of hazardous or toxic substances or relating to the
protection or restoration of the environment or human exposure to
hazardous or toxic substances (collectively, "ENVIRONMENTAL LAWS"),
owns or operates any real property contaminated with any substance that
is subject to any environmental laws, is liable for any off-site
disposal or contamination pursuant to any environmental laws, or is
subject to any claim relating to any environmental laws, which
violation, contamination, liability or claim would individually or in
the aggregate have a Material Adverse Effect; and neither the Company
nor the Parent is aware of any pending investigation which might lead
to such a claim.
(p) Except as disclosed in the Offering Document, there are no
pending actions, suits or proceedings against or affecting the Company,
the Parent, any of the Parent Subsidiaries or any of their respective
properties that, if determined adversely to the Company, the Parent or
any of the Parent Subsidiaries would, individually or in the aggregate,
have a Material Adverse Effect, or would materially and adversely
affect the ability of the Company or the Guarantors to perform their
respective obligations under the Indenture, this Purchase Agreement or
the Registration Rights Agreement, or which are otherwise material in
the context of the sale of the Offered Securities; and no such actions,
suits or proceedings are, to the Company's or the Parent's knowledge,
threatened or contemplated.
(q) The financial statements included in the Offering Document
present fairly, in all material respects, the financial position of the
Parent and its consolidated subsidiaries as of the dates shown and
their results of operations and cash flows for the periods shown, and,
except as otherwise disclosed in the Offering Document, such financial
statements have been prepared in conformity with the generally accepted
accounting principles in the United States applied on a consistent
basis; and the assumptions used in preparing the pro forma financial
statements included
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in the Offering Document provide a reasonable basis for presenting the
significant effects directly attributable to the transactions or
events described therein, the related pro forma adjustments give
appropriate effect to those assumptions, and the pro forma columns
therein reflect the proper application of those adjustments to the
corresponding historical financial statement amounts.
(r) Except as disclosed in the Offering Document, since the
date of the latest audited financial statements included in the
Offering Document there has been no material adverse change, nor any
development or event involving a prospective material adverse change,
in the condition (financial or other), business, properties or results
of operations of the Parent, the Company and the Parent Subsidiaries
taken as a whole, and there has been no dividend or distribution of any
kind declared, paid or made by the Parent or the Company on any class
of its capital stock.
(s) Neither the Company nor any Guarantor is an open-end
investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
United States Investment Company Act of 1940 (the "INVESTMENT COMPANY
ACT"); and neither the Company nor any Guarantor is, and after giving
effect to the offering and sale of the Offered Securities and the
application of the proceeds thereof as described in the Offering
Document, neither will be, an "investment company" as defined in the
Investment Company Act.
(t) No securities of the same class (within the meaning of
Rule 144A(d)(3) under the Securities Act) as the Offered Securities are
listed on any national securities exchange registered under Section 6
of the Exchange Act or quoted in a U.S. automated inter-dealer
quotation system.
(u) Assuming the accuracy of the representations and
warranties of the Purchasers as set forth in Section 4 hereof, and the
performance by the Purchasers of the agreements made herein, the offer
and sale of the Offered Securities in the manner contemplated by this
Purchase Agreement and of the Exempt Resales (as defined in Section
4(d) hereof) will be exempt from the registration requirements of the
Securities Act by reason of Section 4(2) thereof and Regulation S
thereunder ("REGULATION S"); and it is not necessary to qualify an
indenture in respect of the Offered Securities under the United States
Trust Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT").
(v) Neither the Company, the Parent, nor any of their
affiliates, nor any person acting on its or their behalf (i) has,
within the six-month period prior to the date hereof, offered or sold
in the United States or to any U.S. person (as such terms are defined
in Regulation S under the Securities Act) the Offered Securities or any
security of the same class or series as the Offered Securities or (ii)
has offered or will offer or sell the Offered Securities (A) in the
United States by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act
or (B) with respect to any such securities sold in reliance on Rule 903
of Regulation S under the Securities Act, by means of any directed
selling efforts within the meaning of Rule 902(c) of Regulation S. The
Company, its affiliates and any person acting on its or their behalf
have complied and will comply with the offering restrictions
requirement of Regulation S. The Company has not entered and will not
enter into any contractual arrangement with respect to the distribution
of the Offered Securities except for this Purchase Agreement.
(w) On the Closing Date (as hereinafter defined), the Exchange
Securities will have been duly authorized by the Company and the
Guarantors; and when the Exchange Securities are issued, executed and
authenticated in accordance with the terms of the Exchange Offer and
the Indenture, the Exchange Securities will be entitled to the benefits
of the Indenture and will be the valid and legally binding obligations
of the Company and the Guarantors, enforceable in accordance with their
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equitable
principles (regardless of whether considered in a proceeding in equity
or law).
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(x) The Guarantee to be set forth in the Indenture has been
duly authorized by each Guarantor, and, when issued, will have been
duly executed and delivered by each such Guarantor and will conform in
all material respects to the description thereof contained in the
Offering Document. When the Exchange Securities have been issued,
executed and authenticated in accordance with the terms of the Exchange
Offer and the Indenture, the Guarantee of each Guarantor set forth in
the Indenture will constitute the valid and legally binding obligation
of such Guarantor, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting
creditors' rights and to general equitable principles (regardless of
whether considered in a proceeding in equity or law).
(y) The Registration Rights Agreement has been duly authorized
by the Company and each of the Guarantors and, on the Closing Date (as
hereinafter defined), will have been duly executed and delivered by the
Company and each of the Guarantors. When the Registration Rights
Agreement has been duly executed and delivered, the Registration Rights
Agreement will be a valid and binding agreement of the Company and each
of the Guarantors, enforceable against the Company and each Guarantor
in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to
general equitable principles (regardless of whether considered in a
proceeding in equity or law) and except that any rights to indemnity or
contribution thereunder may be limited by federal and state securities
laws and public policy considerations. On such Closing Date, the
Registration Rights Agreement will conform as to legal matters in all
material respects to the description thereof in the Offering Circular.
(z) Neither the Company, the Parent, nor any of the Parent
Subsidiaries is (i) in violation of its respective charter, by-laws or
similar organizational documents or (ii) in default in the performance
of any obligation, agreement, covenant or condition contained in any
indenture, loan agreement, mortgage, lease or other agreement or
instrument that is material to the Company, the Parent and the Parent
Subsidiaries, taken as a whole, to which the Company, the Parent or any
of the Parent Subsidiaries is a party or by which the Company, the
Parent or any of the Parent Subsidiaries or their respective properties
are bound.
(aa) Except for the Registration Rights Agreement, when
executed and delivered, and except as disclosed in the Offering
Document, there are no contracts, agreements or understandings between
the Company or any Guarantor and any person granting such person the
right to require the Company or such Guarantor to file a registration
statement under the Securities Act with respect to any securities of
the Company or such Guarantor or to require the Company or such
Guarantor to include such securities with the Offered Securities
registered pursuant to any Registration Statement.
(bb) Neither the Company, the Parent nor any of the Parent
Subsidiaries nor any agent thereof acting on the behalf of them will
use the proceeds of the issuance or sale of the Offered Securities in
violation of Regulation T, Regulation U or Regulation X of the Board of
Governors of the Federal Reserve System.
(cc) No "nationally recognized statistical rating
organization" as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act (i) has imposed (or has informed the Company
or any Guarantor that it is considering imposing) any condition
(financial or otherwise) on the Company's or any Guarantor's retaining
any rating assigned to the Company, any Guarantor or any securities of
the Company or any Guarantor or (ii) has indicated to the Company or
any Guarantor that it is considering (a) the downgrading, suspension,
or withdrawal of, or any review for a possible change that does not
indicate the direction of the possible change in, any rating so
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assigned or (b) any change in the outlook for any rating of the
Company, any Guarantor or any securities of the Company or any
Guarantor.
(dd) No form of general solicitation or general advertising
(as defined in Regulation D under the Securities Act) was used by the
Company, the Guarantors or any of their respective representatives
(other than the Purchasers, as to whom the Company and the Guarantors
make no representation) in connection with the offer and sale of the
Offered Securities contemplated hereby, including, but not limited to,
articles, notices or other communications published in any newspaper,
magazine, or similar medium or broadcast over television or radio, or
any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising.
(ee) The Offered Securities offered and sold in reliance on
Regulation S have been offered and will be offered and sold only in
offshore transactions.
(ff) The sale of the Offered Securities pursuant to Regulation
S is not part of a plan or scheme to evade the registration provisions
of the Securities Act.
(gg) On the Closing Date, the Indenture will conform in all
material respects to the requirements of the Trust Indenture Act, and
the rules and regulations of the Commission applicable to an indenture
which is qualified thereunder.
(hh) The Parent is subject to Section 13 or 15(d) of the
Exchange Act.
3. PURCHASE, SALE AND DELIVERY OF OFFERED SECURITIES. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Company agrees to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
from the Company, at a purchase price of o% of the principal amount thereof plus
accrued interest from o, 2001 to the Closing Date, the respective amounts of the
Notes set forth opposite the names of the several Purchasers in SCHEDULE A
hereto.
The Company will deliver against payment of the purchase price the
Notes in the form of one or more permanent global securities in definitive form
(the "GLOBAL SECURITIES") deposited with the Trustee as custodian for The
Depository Trust Company ("DTC") and registered in the name of Cede & Co., as
nominee for DTC. Interests in any permanent Global Securities will be held only
in book-entry form through DTC, except in the limited circumstances described in
the Offering Document. Payment for the Offered Securities shall be made by the
Purchasers in Federal (same day) funds by wire transfer to an account specified
by the Company, at a bank acceptable to CSFBC, drawn to the order of United
Surgical Partners Holdings, Inc., at the office of Akin, Gump, Strauss, Hauer &
Feld, L.L.P. in Dallas, Texas at 10 A.M. CST, on December 19, 2001, or at such
other time not later than seven full business days thereafter as CSFBC and the
Company mutually determine, such time being herein referred to as the "CLOSING
DATE," against delivery to the Trustee as custodian for DTC of the Global
Securities representing all of the Notes. The Global Securities will be made
available for checking at the office of o at least 24 hours prior to the Closing
Date.
4. REPRESENTATIONS BY PURCHASERS; RESALE BY PURCHASERS.
(a) Each Purchaser severally represents and warrants to the
Company and the Guarantors that it is an "accredited investor" within
the meaning of Regulation D under the Securities Act.
(b) Each Purchaser severally acknowledges that the Offered
Securities have not been registered under the Securities Act and may
not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in accordance with
Regulation S or pursuant to an exemption from the registration
requirements of the Securities Act. Each Purchaser severally represents
and agrees that it has offered and sold the Offered Securities, and
will offer and sell the
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Offered Securities (i) as part of its distribution at any time and
(ii) otherwise until 40 days after the later of the commencement of
the offering and the Closing Date, only in accordance with Rule 903
or Rule 144A under the Securities Act ("RULE 144A"). Accordingly,
neither such Purchaser nor its affiliates, nor any persons acting on
its or their behalf, have engaged or will engage in any directed
selling efforts with respect to the Offered Securities, and such
Purchaser, its affiliates and all persons acting on its or their
behalf have complied and will comply with the offering restrictions
requirement of Regulation S. Each Purchaser severally agrees that,
at or prior to confirmation of sale of the Offered Securities, other
than a sale pursuant to Rule 144A, such Purchaser will have sent to
each distributor, dealer or person receiving a selling concession,
fee or other remuneration that purchases the Offered Securities from
it during the restricted period a confirmation or notice to
substantially the following effect:
"The Securities covered hereby have not been registered under
the U.S. Securities Act of 1933 (the "Securities Act") and may
not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (i) as part of their
distribution at any time or (ii) otherwise until 40 days after
the later of the date of the commencement of the offering and
the closing date, except in either case in accordance with
Regulation S (or Rule 144A if available) under the Securities
Act. Terms used above have the meanings given to them by
Regulation S."
Terms used in this subsection (b) have the meanings given to them by
Regulation S.
(c) Each Purchaser severally agrees that it and each of its
affiliates has not entered and will not enter into any contractual
arrangement with respect to the distribution of the Offered Securities
except for any such arrangements with the other Purchasers or
affiliates of the other Purchasers or with the prior written consent of
the Company.
(d) Each Purchaser severally agrees that it and each of its
affiliates will not offer or sell the Offered Securities in the United
States by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act,
including, but not limited to (i) any advertisement, article, notice or
other communication published in any newspaper, magazine or similar
media or broadcast over television or radio, or (ii) any seminar or
meeting whose attendees have been invited by any general solicitation
or general advertising. Each Purchaser severally agrees, with respect
to resales made in reliance on Rule 144A of any of the Offered
Securities, to deliver either with the confirmation of such resale or
otherwise prior to settlement of such resale a notice to the effect
that the resale of such Offered Securities has been made in reliance
upon the exemption from the registration requirements of the Securities
Act provided by Rule 144A ("EXEMPT RESALES").
(e) Each of the Purchasers severally represents and agrees
that (i) it has not offered or sold and prior to the date six months
after the date of issue of the Offered Securities will not offer or
sell any Offered Securities to persons in the United Kingdom except to
persons whose ordinary activities involve them in acquiring, holding,
managing or disposing of investments (as principal or agent) for the
purposes of their businesses or otherwise in circumstances which have
not resulted and will not result in an offer to the public in the
United Kingdom within the meaning of the Public Offers of Securities
Regulations 1995; (ii) it has complied and will comply with all
applicable provisions of the Financial Services Act 1986 with respect
to anything done by it in relation to the Offered Securities in, from
or otherwise involving the United Kingdom; and (iii) it has only issued
or passed on and will only issue or pass on in the United Kingdom any
document received by it in connection with the issue of the Offered
Securities to a person who is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements)
(Exemptions) Order 1996 or is a person to whom such document may
otherwise lawfully be issued or passed on.
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5. CERTAIN AGREEMENTS OF THE COMPANY. The Company agrees with the
several Purchasers that:
(a) The Company will promptly advise CSFBC of any proposal to
amend or supplement the Offering Document and will not effect such
amendment or supplementation without CSFBC's consent. If, at any time
prior to the completion of the resale of the Offered Securities by the
Purchasers, any event occurs as a result of which the Offering Document
as then amended or supplemented would include an untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading, or if it is necessary at such
time to amend or supplement the Offering Document to comply with any
applicable law, the Company will promptly notify CSFBC of such event
and will promptly prepare, at its own expense, an amendment or
supplement which will correct such statement or omission or to effect
such compliance. Neither CSFBC's consent to, nor the Purchasers'
delivery to offerees or investors of, any such amendment or supplement
shall constitute a waiver of any of the conditions set forth in Section
6.
(b) The Company will furnish to CSFBC copies of any Offering
Document and all amendments and supplements to such documents, in each
case as soon as available and in such quantities as CSFBC requests, and
the Company will furnish to CSFBC on the date hereof three copies of
the Offering Document, one of which will include the independent
accountants' reports therein manually signed by such independent
accountants. At any time when the Company is not subject to Section 13
or 15(d) of the Exchange Act, the Company will promptly furnish or
cause to be furnished to CSFBC (and, upon request, to each of the other
Purchasers) and, upon request of holders and prospective purchasers of
the Offered Securities, to such holders and purchasers, copies of the
information required to be delivered to holders and prospective
purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under
the Securities Act (or any successor provision thereto) in order to
permit compliance with Rule 144A in connection with resales by such
holders of the Offered Securities. The Company will pay the expenses of
printing and distributing to the Purchasers all such documents.
(c) The Company will arrange for the qualification of the
Offered Securities for sale and the determination of their eligibility
for investment under the laws of such jurisdictions in the United
States and Canada as CSFBC designates and will continue such
qualifications in effect so long as required for the resale of the
Offered Securities by the Purchasers, provided that the Company will
not be required to qualify as a foreign corporation or to file a
general consent to service of process in any such jurisdiction.
(d) During the period of five years hereafter, the Company
will furnish to CSFBC and, upon request, to each of the other
Purchasers, as soon as practicable after the end of each fiscal year, a
copy of its annual report to stockholders for such year; and the
Company will furnish to CSFBC and, upon request, to each of the other
Purchasers (i) as soon as available, a copy of each report and any
definitive proxy statement of the Company filed with the Commission
under the Exchange Act or mailed to stockholders, and (ii) from time to
time, such other information concerning the Company as CSFBC may
reasonably request, which such other information shall be kept
confidential by the Purchasers to the extent requested by the Company
in writing at the time of delivery of such information; provided that
CSFBC and such other Purchasers shall have no such obligation with
respect to any such information which (i) prior to delivery to the
Purchasers was already in their possession, (ii) is or becomes
otherwise publicly available, without breach of this provision, (iii)
becomes available to the Purchasers on a non-confidential basis from a
source other than the Company, provided that, after reasonable inquiry,
the Purchasers do not know that such source is bound by a
confidentiality agreement with, or obligation of secrecy to, the
Company or (iv) the Purchasers are legally compelled to disclose such
information.
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(e) During the period of two years after the Closing Date, the
Company will, upon request, furnish to CSFBC, each of the other
Purchasers and any holder of Offered Securities a copy of the
restrictions on transfer applicable to the Offered Securities.
(f) During the period of two years after the Closing Date, the
Company will not, and will not permit any of its affiliates (as defined
in Rule 144 under the Securities Act) to, resell any of the Offered
Securities that have been reacquired by any of them.
(g) During the period of two years after the Closing Date,
neither the Company nor any Guarantor will be or become, an open-end
investment company, unit investment trust or face-amount certificate
company that is or is required to be registered under Section 8 of the
Investment Company Act.
(h) The Company will pay all expenses incidental to the
performance of its obligations under this Purchase Agreement, the
Indenture, and the Registration Rights Agreement, including (i) the
fees and expenses of the Trustee and its professional advisers; (ii)
all expenses in connection with the execution, issue, authentication,
packaging and initial delivery of the Offered Securities and, as
applicable, the Exchange Securities, the preparation and printing of
this Purchase Agreement, the Registration Rights Agreement, the Offered
Securities, the Indenture, the Offering Document and amendments and
supplements thereto, and any other document relating to the issuance,
offer, sale and delivery of the Offered Securities and as applicable,
the Exchange Securities; (iii) the cost of listing the Offered
Securities and qualifying the Offered Securities for trading in The
PortalSM Market ("PORTAL") and any expenses incidental thereto; (iv)
the cost of any advertising approved by the Company in connection with
the issue of the Offered Securities; (v) for any expenses (including
fees and disbursements of counsel) incurred in connection with
qualification of the Offered Securities or the Exchange Securities for
sale under the laws of such jurisdictions in the United States and
Canada as CSFBC designates and the printing of memoranda relating
thereto; (vi) for any fees charged by investment rating agencies for
the rating of the Offered Securities or the Exchange Securities; and
(vii) for expenses incurred in distributing preliminary offering
circulars and the Offering Document (including any amendments and
supplements thereto) to the Purchasers. The Company will also pay or
reimburse the Purchasers (to the extent incurred by them) for all
travel expenses of the Purchasers and the Company's officers and
employees and any other expenses of the Purchasers and the Company in
connection with attending or hosting meetings with prospective
purchasers of the Offered Securities from the Purchasers.
(i) In connection with the offering, until CSFBC shall have
notified the Company and the other Purchasers of the completion of the
resale of the Offered Securities, neither the Company nor any of its
affiliates has or will, either alone or with one or more other persons,
bid for or purchase for any account in which it or any of its
affiliates has a beneficial interest any Offered Securities or attempt
to induce any person to purchase any Offered Securities; and neither it
nor any of its affiliates will make bids or purchases for the purpose
of creating actual, or apparent, active trading in, or of raising the
price of, the Offered Securities.
(j) For a period of 180 days after the date of the initial
offering of the Offered Securities by the Purchasers, the Company will
not offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, any United States dollar-denominated debt
securities or Euro-denominated debt securities issued or guaranteed by
the Company and having a maturity of more than one year from the date
of issue. The Company will not at any time offer, sell, contract to
sell, pledge or otherwise dispose of, directly or indirectly, any
securities under circumstances where such offer, sale, pledge, contract
or disposition would cause the exemption afforded by Section 4(2) of
the Securities Act or the safe harbor of Regulation S thereunder to
cease to be applicable to the offer and sale of the Offered Securities.
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6. CONDITIONS OF THE OBLIGATIONS OF THE PURCHASERS. The obligations of
the several Purchasers to purchase and pay for the Offered Securities will be
subject to the accuracy of the representations and warranties on the part of the
Company herein, to the accuracy of the statements of officers of the Company
made pursuant to the provisions hereof, to the performance by the Company and
the Guarantors of their respective obligations hereunder and to the following
additional conditions precedent:
(a) The Purchasers shall have received a letter, dated the
date of this Purchase Agreement, of KPMG LLP confirming that they are
independent public accountants within the meaning of the Securities Act
and the applicable published rules and regulations thereunder ("RULES
AND REGULATIONS") and to the effect that:
(i) in their opinion the financial statements
examined by them and included in the Offering Document comply
as to form in all material respects with the applicable
accounting requirements of the Securities Act and the related
published Rules and Regulations;
(ii) they have performed the procedures specified by
the American Institute of Certified Public Accountants for a
review of interim financial information as described in
Statement of Auditing Standards No. 71, Interim Financial
Information, on the unaudited financial statements included in
the Offering Document;
(iii) on the basis of the review referred to in
clause (ii) above, a reading of the latest available interim
financial statements of the Parent, inquiries of officials of
the Parent who have responsibility for financial and
accounting matters and other specified procedures, nothing
came to their attention that caused them to believe that:
(A) the unaudited financial statements
included in the Offering Document do not comply as to
form in all material respects with the applicable
accounting requirements of the Securities Act and the
related published Rules and Regulations or any
material modifications should be made to such
unaudited financial statements for them to be in
conformity with generally accepted accounting
principles;
(B) the unaudited consolidated total
revenues, net operating income, net income and net
income per share amounts for the nine-month periods
ended September 30, 2000 and September 30, 2001
included in the Offering Document do not agree with
the amounts set forth in the unaudited consolidated
financial statements for those same periods or were
not determined on a basis substantially consistent
with that of the corresponding amounts in the audited
statements of income;
(C) at the date of the latest available
balance sheet read by such accountants, or at a
subsequent specified date not more than three
business days prior to the date of this Agreement,
there was any increase in consolidated net current
liabilities or any change in the capital stock or any
increase in short-term indebtedness or long-term debt
of the Parent and its consolidated subsidiaries or,
at the date of the latest available balance sheet
read by such accountants, there was any decrease in
consolidated net current assets or net assets, as
compared with amounts shown on the latest balance
sheet included in the Offering Document; or
(D) for the period from the closing date of
the latest income statement included in the Offering
Document to the closing date of the latest available
income statement read by such accountants there were
any decreases, as
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compared with the corresponding period of the
previous year, in consolidated total revenues,
operating income or consolidated net income;
except in all cases set forth in clauses (C) and (D) above for
changes, increases or decreases which the Offering Document
disclosed have occurred or may occur or which are described in
such letter; and
(iv) they have compared specified dollar amounts (or
percentages derived from such dollar amounts) and other
financial information contained in the Offering Document (in
each case to the extent that such dollar amounts, percentages
and other financial information are derived from the general
accounting records of the Parent and the Parent Subsidiaries
subject to the internal controls of the Parent's accounting
system or are derived directly from such records by analysis
or computation) with the results obtained from inquiries, a
reading of such general accounting records and other
procedures specified in such letter and have found such dollar
amounts, percentages and other financial information to be in
agreement with such results, except as otherwise specified in
such letter.
(b) Subsequent to the execution and delivery of this Purchase
Agreement, there shall not have occurred (i) a change in U.S. or
international financial, political or economic conditions or currency
exchange rates or exchange controls as would, in the judgment of CSFBC,
be likely to prejudice materially the success of the proposed issue,
sale or distribution of the Offered Securities, whether in the primary
market or in respect of dealings in the secondary market, or (ii) (A)
any change, or any development or event involving a prospective change,
in the condition (financial or other), business, properties or results
of operations of the Company and the Parent Subsidiaries taken as one
enterprise which, in the judgment of a majority in interest of the
Purchasers, including CSFBC, is material and adverse and makes it
impractical or inadvisable to proceed with completion of the offering
or the sale of and payment for the Offered Securities; (B) any
downgrading in the rating of any debt securities of the Company by any
"nationally recognized statistical rating organization" (as defined for
purposes of Rule 436(g) under the Securities Act), or any public
announcement that any such organization has under surveillance or
review its rating of any debt securities of the Company (other than an
announcement with positive implications of a possible upgrading, and no
implication of a possible downgrading, of such rating); (C) any
material suspension or material limitation of trading in securities
generally on the New York Stock Exchange or any setting of minimum
prices for trading on such exchange, or any suspension of trading of
any securities of the Company on any exchange or in the
over-the-counter market; (D) any banking moratorium declared by U.S.
Federal or New York authorities; (E) any major disruption of
settlements of securities; or (F) any attack on, outbreak or escalation
of major hostilities or major act of terrorism involving the United
States, any declaration of war by Congress or any other substantial
national or international calamity or emergency if, in the judgment of
a majority in interest of the Purchasers, including CSFBC, the effect
of any such attack, outbreak, escalation, act, declaration, calamity or
emergency makes it impractical or inadvisable to proceed with
completion of the offering or sale of and payment for the Offered
Securities.
(c) The Purchasers shall have received an opinion, dated the
Closing Date, of Vinson & Elkins L.L.P., counsel for the Company and
the Guarantors, to the effect that:
(i) The Company and the Parent each are validly
existing as a corporation in good standing under the laws of
the State of Delaware, with the corporate power and authority
to own their respective properties and conduct their
respective business as described in the Offering Documents and
to enter into and perform their respective obligations under
this Purchase Agreement, the Registration Rights Agreement,
the Indenture and the Offered Securities. The Company and the
Parent each are duly
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qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which their respective
ownership or lease of property or the conduct of their
respective business requires such qualification, except where
the failure to be so qualified or to be in good standing
would not, individually or in the aggregate, have a Material
Adverse Effect. All outstanding shares of the capital stock
of the Company and the Parent have been duly authorized and
validly issued, are fully paid and nonassessable;
(ii) Each Parent Subsidiary that is a corporation is
validly existing as a corporation in good standing under the
laws of the jurisdiction of its incorporation, with the
corporate power and authority to own its properties and
conduct its business as described in the Offering Documents
and enter into and perform its obligations under this Purchase
Agreement, the Registration Rights Agreement, the Indenture
and the Offered Securities; each such Parent Subsidiary is
duly qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires such
qualification, except where the failure to be so qualified or
to be in good standing would not, individually or in the
aggregate, have a Material Adverse Effect; and the outstanding
shares of capital stock of each such Parent Subsidiary have
been duly authorized and validly issued and are fully paid and
nonassessable; and to such counsel's knowledge, except as
disclosed in the Offering Documents, all of the outstanding
shares of capital stock of each such Parent Subsidiary are
owned free from all liens, encumbrances and defects;
(iii) Each Parent Subsidiary that is a partnership is
validly existing as a partnership in good standing, where
applicable, under the laws of the jurisdiction of its
organization, with the partnership power and authority to own
its properties and conduct its business as described in the
Offering Documents and enter into and perform its obligations
under this Purchase Agreement, the Registration Rights
Agreement, the Indenture and the Offered Securities and each
such Parent Subsidiary is duly qualified to do business as a
foreign partnership in good standing in all other
jurisdictions in which its ownership or lease of property or
the conduct of its business requires such qualification,
except where the failure to be so qualified or to be in good
standing would not, individually or in the aggregate, have a
Material Adverse Effect; and to such counsel's knowledge,
except as disclosed in the Offering Documents, all of the
partnership interests in each such Parent Subsidiary held
directly or indirectly by the Parent are free and clear of all
liens, encumbrances and defects;
(iv) Each Parent Subsidiary that is a limited
liability company is validly existing as a limited liability
company in good standing under the laws of the jurisdiction of
its organization, with the limited liability company power and
authority to own its properties and conduct its business as
described in the Offering Documents and enter into and perform
its obligations under this Purchase Agreement, the
Registration Rights Agreement, the Indenture and the Offered
Securities and each such Parent Subsidiary is duly qualified
to do business as a foreign limited liability company in good
standing in all other jurisdictions in which its ownership or
lease of property or the conduct of its business requires such
qualification, except where the failure to be so qualified or
to be in good standing would not, individually, or in the
aggregate, have a Material Adverse Effect; and to such
counsel's knowledge, except as disclosed in the Offering
Documents, all the limited liability company interests in each
such Parent Subsidiary held directly or indirectly by the
Parent are free and clear of all liens, encumbrances and
defects;
(v) The Indenture has been duly authorized, executed
and delivered by the Company and the Guarantors; the Offered
Securities have been duly authorized, executed, issued and
delivered; the Indenture and the Offered Securities conform in
all material respects to the descriptions thereof contained in
the Offering Document; and the
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Indenture and the Offered Securities, assuming due
authentication in accordance with this Agreement, constitute
valid and legally binding obligations of the Company and the
Guarantors enforceable in accordance with their terms,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and
to general equitable principles (regardless of whether
considered in a proceeding in equity or law);
(vi) No consent, approval, authorization or order of,
or filing with, any governmental agency or body or any court
is required to be obtained or made by the Company or the
Guarantors for the due execution and delivery of this Purchase
Agreement, the Registration Rights Agreement or the Indenture
and the performance of their obligations hereunder or
thereunder, the execution, authentication, issuance and
delivery of the Offered Securities, the resale of the Offered
Securities by the Purchasers in accordance with this Purchase
Agreement, the use of proceeds from the sale of the Offered
Securities as described in the Offering Documents, the
consummation of the transactions contemplated by this Purchase
Agreement, the Indenture, the Registration Rights Agreement
and the Offering Documents, or otherwise in connection with
the issuance or sale of the Offered Securities by the Company
and the Guarantors, except such as have been obtained or made
under the Securities Act and such as may be required under
state securities laws or the Trust Indenture Act and except
for the filing of the Registration Statements and the order of
the Commission declaring them effective;
(vii) To such counsel's knowledge, there are no
pending actions, suits or proceedings against or affecting the
Company, the Parent or any of the Parent Subsidiaries or any
of their respective properties that, if determined adversely
to the Company, the Parent or any of the Parent Subsidiaries,
would individually or in the aggregate have a Material Adverse
Effect, or would materially and adversely affect the ability
of the Company or the Guarantors to perform their respective
obligations under the Indenture, the Offered Securities, this
Purchase Agreement, or the Registration Rights Agreement; and
to such counsel's knowledge, no such actions, suits or
proceedings are threatened or, to such counsel's knowledge,
contemplated;
(viii) The execution, delivery and performance of
this Purchase Agreement, the Registration Rights Agreement and
the Indenture by the Company and the Guarantors and the
issuance and sale of the Offered Securities by the Company and
the Guarantors pursuant to this Purchase Agreement will not:
(i) result in a breach or violation of any of the terms and
provisions of, or constitute a default under, (a) any statute,
rule, regulation, or order of any governmental agency or body
or any court having jurisdiction over the Company, any
Guarantor or any Parent Subsidiary or any of their properties,
(b) any agreement or instrument filed as an exhibit to the
Parent's Registration Statement on Form S-1 declared effective
by the Commission on June 7, 2001 or, to the knowledge of such
counsel, any agreement or arrangement by which the Company,
any Guarantor or any Parent Subsidiary is bound or to which
any of the properties of the Company, any Guarantor or any
Parent Subsidiary is subject, or (c) the charter or by-laws of
the Company or the charter, bylaws or other organizational
documents of any Guarantor or any Parent Subsidiary; or (ii)
result in the creation or imposition of any lien, charge,
claim or encumbrance upon any property or asset of the
Company, any Guarantor or any Parent Subsidiary, except in the
case of breaches, violations or defaults described in clauses
(i)(b) and liens, charges, claims or encumbrances described in
clause (ii) that would not, individually or in the aggregate,
have a Material Adverse Effect; and the Company and the
Guarantors have full corporate power and authority to
authorize, issue and sell the Offered Securities as
contemplated by this Purchase Agreement;
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(ix) The descriptions in the Offering Circular under
the captions "Risk Factors--Our revenues may be reduced by
pending changes in the system of paying for outpatient
surgical procedures under the Medicare program"; "Risk
Factors--New federal and state legislative and regulatory
initiatives relating to patient privacy could require us to
expend substantial sums acquiring and implementing new
information systems, which could negatively impact our
financial results"; "Risk Factors--If a federal or state
agency asserts a different position or enacts new laws or
regulations regarding illegal remuneration under the Medicare
or Medicaid programs, we may be subject to civil and criminal
penalties, experience a significant reduction in our revenues
or be excluded from participation in the Medicare and Medicaid
programs"; "Risk Factors--If physician self-referral laws are
interpreted differently or if other legislative restrictions
are issued, we could incur a significant loss of reimbursement
revenues"; "Risk Factors--If our designees for ownership at
New York facilities are not approved or if our operations in
New York are found to not be in compliance with New York law,
we may be unable to continue or expand our operations in New
York"; "Business--Government Regulation," "Management";
"Certain Relationships and Related Transactions"; "Notice to
Investors"; "Description of Credit Facilities"; "Description
of the Notes"; and "Certain Federal Income Tax Consequences to
Non-United States Holders" of statutes, legal and governmental
proceedings and contracts and other documents are accurate in
all material respects and fairly present in all material
respects the information required under applicable law to be
shown; it being understood that such counsel need express no
opinion as to the financial statements, the notes and
schedules thereto or other financial information and data
contained in the Offering Circular and the Exchange Act
Reports;
(x) This Purchase Agreement and the Registration
Rights Agreement have been duly authorized, executed and
delivered by the Company and each Guarantor;
(xi) Assuming the accuracy of the representations and
warranties of the parties to this Agreement and the
performance by such parties of their respective agreements
made herein, it is not necessary in connection with (i) the
offer, sale and delivery of the Offered Securities by the
Company and the Guarantors to the several Purchasers pursuant
to this Purchase Agreement or (ii) the Exempt Resales of the
Offered Securities by the several Purchasers in the manner
contemplated hereby to register the Offered Securities under
the Securities Act or to qualify an indenture in respect
thereof under the Trust Indenture Act;
(xii) The Indenture conforms in all material respects
to the requirements of the Trust Indenture Act, and the rules
and regulations of the Commission applicable to an indenture
which is qualified thereunder;
(xiii) The Exchange Securities have been duly
authorized by the Company and the Guarantors; and when the
Exchange Securities are issued, executed and authenticated in
accordance with the terms of the Exchange Offer and the
Indenture, the Exchange Securities will be entitled to the
benefits of the Indenture and will be the valid and legally
binding obligations of the Company and the Guarantors,
enforceable in accordance with their terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating
to or affecting creditors' rights and to general equitable
principles (regardless of whether considered in a proceeding
in equity or law);
(xiv) The Guarantee of each Guarantor set forth in
the Indenture has been duly authorized by each such Guarantor,
and has been duly executed and delivered by each such
Guarantor and conforms in all material respects to the
description thereof contained in the Offering Document. When
the Offered Securities have been issued, executed and
authenticated in accordance with the Indenture and delivered
to and paid for by the
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Purchasers in accordance with the terms of this Purchase
Agreement, the Guarantee of each Guarantor set forth in the
Indenture will constitute the valid and legally binding
obligation of such Guarantor, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors'
rights and to general equitable principles (regardless of
whether considered in a proceeding in equity or law);
(xv) When the Exchange Securities have been issued,
executed and authenticated in accordance with the terms of the
Exchange Offer and the Indenture, the Guarantee of each
Guarantor set forth in the Indenture will constitute the valid
and legally binding obligation of such Guarantor with respect
to the Exchange Securities, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and
to general equitable principles (regardless of whether
considered in a proceeding in equity or law);
(xvi) The Registration Rights Agreement conforms in
all material respects to the description thereof contained in
the Offering Documents and is a valid and binding agreement of
the Company and each of the Guarantors, enforceable against
the Company and each Guarantor in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and
to general equitable principles (regardless of whether
considered in a proceeding in equity or law) and except that
any rights to indemnity or contribution thereunder may be
limited by federal and state securities laws and public policy
considerations;
(xvii) To such counsel's knowledge, neither the
Company, the Parent nor any of the Parent Subsidiaries is in
violation of its respective charter, by-laws or similar
organization documents or in default in the performance of any
obligation, agreement, covenant or condition contained in any
indenture, loan agreement, mortgage, lease or other agreement
or instrument known to such counsel that is material to the
Company, the Parent and the Parent Subsidiaries, taken as a
whole, to which the Company, the Parent or any of the Parent
Subsidiaries is a party or by which the Company, the Parent or
any of the Parent Subsidiaries or their respective property is
bound;
(xviii) Except for the Registration Rights Agreement
and as disclosed in the Offering Document, to such counsel's
knowledge, there are no contracts, agreements or
understandings between the Company or any Guarantor and any
person granting such person the right to require the Company
or such Guarantor to file a registration statement under the
Securities Act with respect to any securities of the Company
or such Guarantor or to require the Company or such Guarantor
to include such securities with the Securities and Guarantee
registered pursuant to any Registration Statement;
(xix) Neither the Company nor any Guarantor is an
open-end investment company, unit investment trust or
face-amount certificate company that is or is required to be
registered under Section 8 of the United States Investment
Company Act of 1940 (the "Investment Company Act"); and
neither the Company nor any Guarantor is, and after giving
effect to the offering and sale of the Offered Securities
and the application of the proceeds thereof as described in
the Offering Document, neither will be, an "investment
company" as defined in the Investment Company Act.
For the purposes of the foregoing opinions the
phrases "known to such counsel," "to such counsel's knowledge"
and words of similar meaning refer only to the actual
knowledge of the current lawyers of Vinson & Elkins L.L.P. or
Nossaman, Guthner, Knox
17
<Page>
& Elliott, LLP who have performed legal services on behalf of
the Company or the Guarantors during the period since the
inception of such firm's representation of the Company or the
Guarantors.
Such counsel shall also provide a statement to the effect that such
counsel have participated in conferences with officers and representatives of
the Company, the Parent, representatives of the independent public accountants
for the Company and the Parent, the Purchasers and counsel for the Purchasers at
which the contents of the Offering Circular and related matters were discussed
and such counsel have no reason to believe that any part of the Offering
Circular or any amendment or supplement thereto, as of the date hereof and as of
the Closing Date (except, in each case, for financial statements, the notes and
schedules thereto and other financial information and data included therein or
omitted therefrom, as to which such counsel makes no statement), contained any
untrue statement of a material fact or omitted to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
The opinion of Vinson & Elkins L.L.P. described in Section 6(c) above
shall be rendered to the Purchasers at the request of the Company and shall so
state therein. Such opinion may, solely as it relates to the application of laws
other than the laws of the United States and jurisdictions in which they are
admitted, to the extent such counsel deems proper and to the extent specified in
such opinion, be given in reliance on or directly from separate legal counsel
reasonably acceptable to the Purchasers and their legal counsel. Such opinion
may, with respect to Sections 6(c)(i) (as to capital stock of the Parent, other
than capital stock issued in the Parent's initial public offering), (ii) (as to
corporate subsidiaries of the Company), (iii) (as to partnership subsidiaries of
the Company), (iv) (as to limited liability company subsidiaries of the
Company), and (vi) (as to the use of proceeds in the United States) be given
directly by Nossaman, Guthner, Knox & Elliott, LLP.
(d) The Purchasers shall have received from Akin, Gump,
Strauss, Hauer & Feld, LLP, counsel for the Purchasers, such opinion or
opinions, dated the Closing Date, with respect to the incorporation of
the Company, the validity of the Offered Securities, the Offering
Circular, the exemption from registration for the offer and sale of the
Offered Securities by the Company to the several Purchasers and the
resales by the several Purchasers as contemplated hereby and other
related matters as CSFBC may require, and the Company shall have
furnished to such counsel such documents as they request for the
purpose of enabling them to pass upon such matters.
(e) The Purchasers shall have received a certificate, dated
the Closing Date, of the President or any Vice President and a
principal financial or accounting officer of the Company in which such
officers shall state that, to their knowledge, the representations and
warranties of the Company in this Agreement are true and correct, that
the Company has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder at or
prior to the Closing Date, and that, subsequent to the respective dates
of the most recent financial statements in the Offering Document there
has been no material adverse change, nor any development or event
involving a prospective material adverse change, in the condition
(financial or other), business, properties or results of operations of
the Company and the Parent Subsidiaries taken as a whole except as set
forth in or contemplated by the Offering Document or as described in
such certificate.
(f) The Purchasers shall have received a letter, dated the
Closing Date, of KPMG LLP which meets the requirements of subsection
(a) of this Section, except that the specified date referred to in such
subsection will be a date not more than three days prior to the Closing
Date for the purposes of this subsection.
The Company will furnish the Purchasers with such conformed copies of such
opinions, certificates, letters and documents as the Purchasers reasonably
request. CSFBC may in its sole discretion waive on behalf of the Purchasers
compliance with any conditions to the obligations of the Purchasers hereunder.
18
<Page>
7. INDEMNIFICATION AND CONTRIBUTION. (a) Each of the Company and the
Guarantors will indemnify and hold harmless each Purchaser, its partners,
directors and officers and each person, if any, who controls such Purchaser
within the meaning of Section 15 of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, to which such Purchaser may
become subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Offering Document or the
Exchange Act Reports, or arise out of or are based upon the omission or alleged
omission to state therein a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, including any losses, claims, damages or liabilities
arising out of or based upon the Company's failure to perform its obligations
under Section 5(a) of this Purchase Agreement, and will reimburse each Purchaser
for any legal or other expenses reasonably incurred by such Purchaser in
connection with investigating or defending any such loss, claim, damage,
liability or action as such expenses are incurred; provided, however, that the
Company and the Guarantors will not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from any of such documents in reliance upon and in conformity with written
information furnished to the Company by any Purchaser through CSFBC specifically
for use therein, it being understood and agreed that the only such information
consists of the information described as such in subsection (b) below.
(b) Each Purchaser will severally and not jointly indemnify
and hold harmless the Company and the Guarantors, their directors and officers
and each person, if any, who controls the Company and the Guarantors within the
meaning of Section 15 of the Securities Act, against any losses, claims, damages
or liabilities to which the Company or the Guarantors may become subject, under
the Securities Act or the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained in the Offering Document or arise out of or are based upon the
omission or the alleged omission to state therein a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Company by such Purchaser through CSFB specifically
for use therein, and will reimburse any legal or other expenses reasonably
incurred by the Company in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are incurred, it being
understood and agreed that the only such information furnished by any Purchaser
consists of the following information in the Offering Document furnished on
behalf of each Purchaser: paragraph 10 under the caption "Plan of Distribution";
provided, however, that the Purchasers shall not be liable for any losses,
claims, damages or liabilities arising out of or based upon the Company's
failure to perform its obligations under Section 5(a) of this Agreement.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under subsection (a) or (b) above, notify the indemnifying party of the
commencement thereof; but the omission so to notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party
otherwise than under subsection (a) or (b) above. In case any such action is
brought against any indemnified party and it notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party (who shall not, except with the consent
of the indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section for any legal or other expenses
subsequently incurred by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation. No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of
19
<Page>
any pending or threatened action in respect of which any indemnified party is
or could have been a party and indemnity could have been sought hereunder by
such indemnified party unless such settlement includes (i) an unconditional
release of such indemnified party from all liability on any claims that are
the subject matter of such action and (ii) does not include a statement as to
or an admission of fault, culpability or failure to act by or on behalf of
any indemnified party.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above, then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company and the Guarantors on the one hand and the Purchasers on the other
from the offering of the Offered Securities or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Guarantors on the one
hand and the Purchasers on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities as well
as any other relevant equitable considerations. The relative benefits received
by the Company and the Guarantors on the one hand and the Purchasers on the
other shall be deemed to be in the same proportion as the total net proceeds
from the offering (before deducting expenses) received by the Company bear to
the total discounts and commissions received by the Purchasers from the Company
under this Agreement. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company and the Guarantors or the Purchasers and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The amount paid by an
indemnified party as a result of the losses, claims, damages or liabilities
referred to in the first sentence of this subsection (d) shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or claim which is
the subject of this subsection (d). Notwithstanding the provisions of this
subsection (d), no Purchaser shall be required to contribute any amount in
excess of the amount by which the total discounts, fees and commissions received
by such Purchaser exceeds the amount of any damages which such Purchaser has
otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.
(e) The obligations of the Company and the Guarantors under
this Section shall be in addition to any liability which the Company or the
Guarantors may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Purchaser within the
meaning of the Securities Act or the Exchange Act; and the obligations of the
Purchasers under this Section shall be in addition to any liability which the
respective Purchasers may otherwise have and shall extend, upon the same terms
and conditions, to each person, if any, who controls the Company and the
Guarantors within the meaning of the Securities Act or the Exchange Act.
8. DEFAULT OF PURCHASERS. If any Purchaser or Purchasers default in
their obligations to purchase Offered Securities hereunder and the aggregate
principal amount of Offered Securities that such defaulting Purchaser or
Purchasers agreed but failed to purchase does not exceed 10% of the total
principal amount of Offered Securities, CSFBC may make arrangements satisfactory
to the Company for the purchase of such Offered Securities by other persons,
including any of the Purchasers, but if no such arrangements are made by the
Closing Date, the non-defaulting Purchasers shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the Offered
Securities that such defaulting Purchasers agreed but failed to purchase. If any
Purchaser or Purchasers so default and the aggregate principal amount of Offered
Securities with respect to which such default or defaults occur exceeds 10% of
the total principal amount of Offered Securities and arrangements satisfactory
to CSFBC and the Company for the purchase of such Offered Securities by other
persons are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Purchaser, the
Company or any Guarantor, except as provided in Section 9. As used in this
Purchase Agreement, the term "PURCHASER" includes any
20
<Page>
person substituted for a Purchaser under this Section. Nothing herein will
relieve a defaulting Purchaser from liability for its default.
9. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The respective
indemnities, agreements, representations, warranties and other statements of the
Company or its officers and of the several Purchasers set forth in or made
pursuant to this Purchase Agreement will remain in full force and effect,
regardless of any investigation, or statement as to the results thereof, made by
or on behalf of any Purchaser, the Company or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Offered Securities. If this Agreement is
terminated pursuant to Section 8 or if for any reason the purchase of the
Offered Securities by the Purchasers is not consummated, the Company shall
remain responsible for the expenses to be paid or reimbursed by it pursuant to
Section 5 and the respective obligations of the Company, the Guarantors and the
Purchasers pursuant to Section 7 shall remain in effect. If the purchase of the
Offered Securities by the Purchasers is not consummated for any reason other
than solely because of the termination of this Agreement pursuant to Section 8
or the occurrence of any event specified in clause (C), (D) or (E) of Section
6(b)(ii), the Company and the Guarantors, jointly and severally, will reimburse
the Purchasers for all out-of-pocket expenses (including fees and disbursements
of counsel) reasonably incurred by them in connection with the offering of the
Offered Securities.
10. NOTICES. All communications hereunder will be in writing and, if
sent to the Purchasers will be mailed, delivered or telegraphed and confirmed to
the Purchasers, c/o Credit Suisse First Boston Corporation, Eleven Madison
Avenue, New York, N.Y. 10010-3629, Attention: Investment Banking Department -
Transactions Advisory Group, or, if sent to the Company or the Guarantors, will
be mailed, delivered or telegraphed and confirmed to it at United Surgical
Partners International, Inc., 17103 Preston Road, Suite 200 North, Dallas, Texas
75248, Attention General Counsel or to any other address for which written
notice has been provided; PROVIDED, HOWEVER, that any notice to a Purchaser
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Purchaser.
11. SUCCESSORS. This Purchase Agreement will inure to the benefit of
and be binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(b) hereof against the Company as if such
holders were parties hereto.
12. REPRESENTATION OF PURCHASERS. The Representatives will act for the
several Purchasers in connection with this purchase, and any action under this
Agreement taken by the Representatives jointly or by CSFBC will be binding upon
all the Purchasers.
13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
14. APPLICABLE LAW. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York without regard to
principles of conflicts of laws.
Each of the Company and the Guarantors hereby submits to the
non-exclusive jurisdiction of the Federal and state courts in the Borough of
Manhattan in The City of New York in any suit or proceeding arising out of or
relating to this Agreement or the transactions contemplated hereby.
21
<Page>
If the foregoing is in accordance with the Purchasers' understanding
of our agreement, kindly sign and return to us one of the counterparts
hereof, whereupon it will become a binding agreement among the Company, the
Guarantors and the several Purchasers in accordance with its terms.
Very truly yours,
UNITED SURGICAL PARTNERS HOLDINGS, INC.
By: /s/ John J. Wellik
----------------------------------------
Name: John J. Wellik
--------------------------------------
Title: Secretary
-------------------------------------
GUARANTORS:
UNITED SURGICAL PARTNERS INTERNATIONAL, INC.
By: /s/ John J. Wellik
----------------------------------------
Name: John J. Wellik
--------------------------------------
Title: Vice President, Controller,
Compliance Officer and Secretary
-------------------------------------
USP CHANDLER, INC.
USP WEST COVINA, INC.
ORTHOLINK OF COLORADO, INC.
MEDCENTER MANAGEMENT SERVICES, INC.
MEDICAL DOCUMENTING SYSTEMS, INC.
ORTHO EXCEL, INC.
ORTHOLINK PHYSICIANS CORPORATION
USP DOMESTIC HOLDINGS, INC.
USP INTERNATIONAL HOLDINGS, INC.
USP LONG ISLAND, INC.
USP NORTH TEXAS, INC.
USP SARASOTA, INC.
USP WINTER PARK, INC.
GEORGIA MUSCULOSKELETAL NETWORK, INC.
ORTHOLINK/GEORGIA ASC, INC.
ORTHOLINK/NEW MEXICO ASC, INC.
USP NEW JERSEY, INC.
NEUROSURGICAL ASSOCIATES, INC.
SOUTHWEST SPINE CENTER, INC.
USP LAS CRUCES, INC.
USP NEVADA, INC.
DAY-OP MANAGEMENT COMPANY, INC.
USP MANHATTAN, INC.
USP TENNESSEE, INC.
HEALTH HORIZONS OF DECATUR, INC.
HEALTH HORIZONS OF KANSAS CITY, INC.
HEALTH HORIZONS OF MURFREESBORO, INC.
HEALTH HORIZONS OF NASHVILLE, INC.
ORTHOLINK ASC CORPORATION
ORTHOLINK OCCUPATIONAL MEDICINE SERVICES CORPORATION
ORTHOLINK SECURITIES CORPORATION
ORTHOLINK/TN ASC, INC.
TENNESSEE MUSCULOSKELETAL NETWORK, INC.
TEXAS OUTPATIENT SURGICARE CENTER, INC.
USP PASADENA, INC.
S - 1
<Page>
USP SOUTH HOUSTON, INC.
USP FREDERICKSBURG, INC.
By: /s/ Donald E. Steen
------------------------------------------
Name: Donald E. Steen
Title: Chief Executive Officer
------------------------------------------
DAY-OP SURGERY CONSULTING COMPANY, LLC
By: USP Long Island, Inc., its sole member
By: /s/ Donald E. Steen
------------------------------------------
Name: Donald E. Steen
Title: Chief Executive Officer
------------------------------------------
NYCAS ADMINISTRATIVE SERVICES, LLC
By: USP Manhattan, Inc., its sole member
By: /s/ Donald E. Steen
------------------------------------------
Name: Donald E. Steen
Title: Chief Executive Officer
------------------------------------------
USP NEVADA HOLDINGS, LLC
By: USP North Texas, Inc., its sole member
By: /s/ Donald E. Steen
------------------------------------------
Name: Donald E. Steen
Title: Chief Executive Officer
------------------------------------------
USP TEXAS, L.P.
By: USP North Texas, Inc., its general partner
By: /s/ Donald E. Steen
------------------------------------------
Name: Donald E. Steen
Title: Chief Executive Officer
------------------------------------------
S - 2
<Page>
USP COAST, INC.
By: /s/ John J. Wellik
------------------------------------------
Name: John J. Wellik
----------------------------------------
Title: Vice President and Secretary
----------------------------------------
USP WESTWOOD, INC.
By: /s/ John J. Wellik
------------------------------------------
Name: John J. Wellik
----------------------------------------
Title: Vice President and Secretary
----------------------------------------
S - 3
<Page>
The foregoing Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.
CREDIT SUISSE FIRST BOSTON CORPORATION
LEHMAN BROTHERS INC.
SG COWEN SECURITIES CORPORATION
Acting on behalf of themselves
and as the Representatives of
the several Purchasers
By CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Craig R. Callen
----------------------------------------
Name: Craig R. Callen
--------------------------------------
Title: Managing Director
-------------------------------------
S - 4
<Page>
SCHEDULE A
LIST OF PURCHASERS
<Table>
<Caption>
MANAGER Principal Amount of
- ------- Offered Securities
------------------
Credit Suisse First Boston Corporation........... $76,500,000.00
----------------
Lehman Brothers Inc.............................. $51,000,000.00
----------------
SG Cowen Securities Corporation.................. $22,500,000.00
----------------
Total....................................... $150,000,000
================
</Table>
A-1
<Page>
SCHEDULE B
LIST OF PARENT SUBSIDIARIES, JURISDICTIONS IN WHICH THE PARENT, THE COMPANY
AND EACH PARENT SUBSIDIARY IS QUALIFIED
TO DO BUSINESS AS A FOREIGN CORPORATION AND ANNOTATION OF GUARANTORS
<Table>
<Caption>
OWNERSHIP STATE OF STATES WHERE QUALIFIED TO DO
INTEREST INCORPORATION BUSINESS AS FOREIGN CORPORATION
-------- ------------- -------------------------------
United Surgical Partners
International, Inc.1 100% Delaware
United Surgical Partners
Holdings, Inc.1 100% Delaware
Arlington Surgicare Partners,
Ltd. 10.5% Texas
Aspen Healthcare Holdings
Limited 100% UK
Aspen Healthcare Limited 100% UK
Baptist Surgery Center, L.P. 19.6% Tennessee
Centennial Surgery Center, Ltd. 11% Tennessee
Central Virginia Surgi-Center,
L.P. 83% Virginia
Centro de Patologia Celular y
Diagnostico Prenatal, S.A. 7.91% Spain
Clinica Maternal Nuestra
Senora de la Esperanza, S.A. 100% Spain
Clinica Sagrado Corazon S.L. 100% Spain
Columbia Healthcare
Corporation of Spain, S.L.
(now called United Surgical
Partners Barcelona, S.L.) 99.999% Spain
Creekwood Surgery Center, L.P. 75% Missouri
B-1
<Page>
<Caption>
OWNERSHIP STATE OF STATES WHERE QUALIFIED TO DO
INTEREST INCORPORATION BUSINESS AS FOREIGN CORPORATION
-------- ------------- -------------------------------
Dallas Surgical Partners, L.L.P. 25% Texas
Day-Op Management Company,
Inc.1 100% New York
Day-Op Surgery Consulting
Company, LLC1 100% Delaware New York
Decatur Surgery Center, L.P. 66% Delaware Alabama
Decatur GI (not a separate
entity) 33.67%
Densitometria Oseo
Computorizada, S.L. 11.86% Spain
Denton Surgicare Partners, Ltd. 22.61% Texas
Desoto Surgicare Partners, Ltd. 47.38% Texas
Diagnosticos y Tratamientos
Medicos, S.A. 56.36% Spain
Doctors Outpatient
SurgiCenter, Ltd. 91.25% Texas
East-West Surgery Center, L.P. 99% Georgia
Estudios Functionales, S.A. 9.49% Spain
Ft. Worth Surgical Hospital, L.L.P. 50% Texas
Ft. Worth Surgicare Partners 48.92% Texas
Frisco Medical Center, L.L.P. 19.63% Texas
Garland Surgicare Partners, Ltd. 50.56% Texas
Georgia Musculoskeletal
Network, Inc.1 100% Georgia
B-1
<Page>
<Caption>
OWNERSHIP STATE OF STATES WHERE QUALIFIED TO DO
INTEREST INCORPORATION BUSINESS AS FOREIGN CORPORATION
-------- ------------- -------------------------------
Global Healthcare Partners, Ltd. 100% UK
Grapevine Surgicare Partners, Ltd. 10.40% Texas
Health Horizons of Decatur, Inc.1 100% Tennessee
Health Horizons of Kansas
City, Inc.1 100% Tennessee Missouri
Health Horizons of
Murfreesboro, Inc.1 100% Tennessee
Health Horizons of Nashville, Inc.1 100% Tennessee
Hospitalizacion y Servicios, S.A. 86.8% Spain
Imagenes Diagnosticas, S.A. 5.54% Spain
Instituto Dexeus, S.A. 79.065% Spain
Instituto Policlinico Santa
Teresa, S.A. 95.88% Spain
Las Cruces Surgery Center, LLC 50% New Mexico
Lawrenceville Surgery Center, L.L.C. 15% Georgia
MedCenter Management Services, Inc.1 100% Delaware
Medical Documenting Systems, Inc.1 100% Delaware
Metroplex Surgicare Partners, Ltd. 50.14% Texas
Middle Tennessee Ambulatory
Surgery Center, L.P. 38.98% Delaware
Mountain Empire Surgery
Center, L.P. 20% Georgia Tennessee
B-1
<Page>
<Caption>
OWNERSHIP STATE OF STATES WHERE QUALIFIED TO DO
INTEREST INCORPORATION BUSINESS AS FOREIGN CORPORATION
-------- ------------- -------------------------------
Neurosurgical Associates, Inc.1 100% New Mexico Georgia & Ohio
New Mexico Orthopaedic Surgery
Center, L.P. 51% Georgia New Mexico
Northwest Georgia Orthopaedic
Surgery Center, L.L.C. 15% Georgia
NYCAS Administrative Services, LLC1 100% Delaware New York
Ortho Excel, Inc.1 100% Delaware
OrthoLink ASC Corporation1 100% Tennessee Georgia, New Mexico & Ohio
OrthoLink/Baptist ASC, LLC 49% Tennessee
OrthoLink of Colorado, Inc.1 100% Colorado
OrthoLink/Georgia ASC, Inc.1 100% Georgia Ohio & Texas
OrthoLink/Murfreesboro ASC, LLC 31% Tennessee
OrthoLink/New Mexico ASC, Inc.1 100% Georgia Ohio
Ortholink Occupational
Medicine Services Corporation1 100% Tennessee
OrthoLink Physicians Georgia, New Mexico, Ohio,
Corporation1 100% Delaware Tennessee & Wyoming
OrthoLink Securities
Corporation1 100% Tennessee
OrthoLink/TN ASC, Inc.1 100% Tennessee
OrthoLink/TOC, LLC 50% Tennessee
Orthopedic and Surgical
Specialty Company, LLC 77.5% Arizona
B-1
<Page>
<Caption>
OWNERSHIP STATE OF STATES WHERE QUALIFIED TO DO
INTEREST INCORPORATION BUSINESS AS FOREIGN CORPORATION
-------- ------------- -------------------------------
Parkway Surgery Center, LLC 50% Nevada
Parkwest Surgery Center, L.P. 20% Tennessee
Physicians Pavilion, L.P. 73.50% Delaware Tennessee
Resonancia Nuclear Magnetica
Santa Teresa, S.L. 71.91% Spain
Resurgens Surgery Center, LLC 15% Georgia
Roswell Surgery Center, LLC 15% Georgia
Saint Thomas Campus Surgicare, L.P. 50% Tennessee
Saint Thomas Hendersonville
Surgicare, L.P. 50% Tennessee
Saint Thomas/USP Surgery
Centers, L.L.C. 50% Tennessee
San Gabriel Valley Surgical
Center, L.P. 80% California
Sarasota Surgicare, Ltd. 66.01% Florida
Shrewsbury Surgery Center, LLC 24.50% New Jersey
Southwest Spine Center, Inc.1 100% New Mexico
Tennessee Musculoskeletal,
Network, Inc.1 100% Tennessee
Teton Outpatient Surgery, LLC 56.06% Wyoming
Texas Health Venture
Arlington, L.L.C. 50% Texas
Texas Health Venture Denton L.L.C. 50% Texas
B-1
<Page>
<Caption>
OWNERSHIP STATE OF STATES WHERE QUALIFIED TO DO
INTEREST INCORPORATION BUSINESS AS FOREIGN CORPORATION
-------- ------------- -------------------------------
Texas Health Venture DSP L.L.C. 50% Texas
Texas Health Venture Fort
Worth, L.L.C. 50% Texas
Texas Health Venture Frisco, L.L.C. 50% Texas
Texas Health Venture Garland L.L.C. 84.27% Texas
Texas Health Venture
Grapevine, L.L.C. 50% Texas
Texas Health Ventures Group, L.L.C. 50% Texas
Texas Outpatient Surgicare
Center, Inc.1 100% Texas
THVG Bedford, L.L.C. 84.27% Texas
THVG DeSoto, L.L.C. 84.27% Texas
THVG Fort Worth, L.L.C. 84.27% Texas
THVG Valley View L.L.C. 84.27% Delaware
THVG/HealthFirst L.L.C. 84.27% Texas
Toms River Surgery Center, L.L.C. 24.25% New Jersey
TOPS Specialty Hospital, Ltd. 54.60% Texas
Unidad de Recuperacion del
Suelo Pelvico, S.L. 11.86% Spain
United Surgery
Center-Southeast Ltd. 94.50% Texas
United Surgical Partners
Europe, S.L. 100% Spain
United Surgical Partners
Madrid S.L. 100% Spain
United Surgical Partners
Malaga S.L. 100% Spain
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OWNERSHIP STATE OF STATES WHERE QUALIFIED TO DO
INTEREST INCORPORATION BUSINESS AS FOREIGN CORPORATION
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University Surgery Center, Ltd. 70% Florida
USP Chandler, Inc.1 100% Arizona
USP Coast, Inc.1 100% California
USP Dermoestetica S.L. 70% Spain
USP Domestic Holdings, Inc.1 100% Delaware
USP Fredericksburg, Inc.1 100% Virginia
USP International Holdings, Inc.1 100% Delaware
USP Las Cruces, Inc.1 100% New Mexico
USP Long Island, Inc.1 100% Delaware New York
USP Manhattan, Inc.1 100% New York
USP Nevada Holdings, LLC1 100% Nevada
USP Nevada, Inc.1 100% Nevada
USP New Jersey, Inc.1 100% New Jersey
USP North Texas, Inc.1 100% Delaware Texas
USP Pasadena, Inc.1 100% Texas
USP Sarasota, Inc.1 100% Florida
USP South Houston, Inc.1 100% Texas
USP Tennessee, Inc.1 100% Tennessee
USP Texas, L.P.1 100% Texas
USP West Covina, Inc.1 100% California
USP Westwood, Inc.1 100% California
USP Winter Park, Inc.1 100% Florida
USPE Holdings Limited 100% UK
Valley View Surgicare
Partners, Ltd. 66.07% Texas
Warner Park Surgery Center, L.P. 77.43% Arizona
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1 Guarantor
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